FORM 20-F

                                   (Mark One)

           |_| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                       OR

            |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended: December 31, 2001

                         Commission file number: 0-22320

                               Trinity Biotech plc
.................................................................................
             (Exact name of Registrant as specified in its charter)

                                     Ireland
.................................................................................
                 (Jurisdiction of incorporation or organization)

                  IDA Business Park, Bray, Co. Wicklow, Ireland
.................................................................................
                    (Address of principal executive offices)

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

                                      None
.................................................................................
                                (Title of Class)

                   Name of each exchange on which registered:

                                      None
.................................................................................
                                (Title of Class)

Securities registered or to be registered pursuant to Section 12 (g) of the Act:

                           American Depository Shares
             (representing `A' Ordinary Shares, par value US$0.0109)
.................................................................................
                              (Title of each class)

        Securities for which there is a reporting obligation pursuant to
                           Section 15 (d) of the Act:

                                      None
.................................................................................
                              (Title of each class)

Indicate the number of  outstanding  shares of each of the  issuer's  classes of
capital  or common  stock as of the close of the  period  covered  by the annual
report:  39,016,746  Class 'A'  Ordinary  Shares and 700,000  Class 'B' Ordinary
Shares.

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 which financial statement item the registrant has elected
to follow:

                      Item 17........... Item 18.....X....

page 1
<PAGE>

Item 1        Identity of Directors, Senior Management and Advisers

Not Applicable

Item 2               Offer Statistics and Expected Timetable

Not Applicable

Item 3                Selected Consolidated Financial Data

The  following  selected  consolidated  financial  data of Trinity  Biotech  plc
("Trinity"  and/or the  "Company") as at December 31, 2001 and 2000 and for each
of the years ended  December 31, 2001,  December 31, 2000 and December 31, 1999,
have been derived  from,  and should be read in  conjunction  with,  the audited
Consolidated Financial Statements and Notes thereto set forth in Item 18 of this
Annual Report. The selected consolidated financial data as at December 31, 1999,
December  31,  1998 and  December  31,  1997,  and for each of the  years  ended
December 31, 1998 and 1997 are derived from the audited  Consolidated  Financial
Statements  not  appearing  in this  Annual  Report.  The data should be read in
conjunction  with the financial  statements,  related notes, and other financial
information included elsewhere herein.

<TABLE>
<CAPTION>
Consolidated Statement of
Income Data                     Year Ended          Year Ended          Year Ended         Year Ended          Year Ended
                              Dec 31, 2001        Dec 31, 2000         Dec 31,1999        Dec 31,1998        Dec 31, 1997
                              ------------        ------------         -----------        -----------        ------------
                                       US$                 US$                 US$                US$                 US$

<S>                            <C>                 <C>                 <C>                <C>                 <C>
Revenues                        37,064,573          29,742,942          26,104,623         23,169,520          17,831,586
Cost of sales                  (18,146,765)        (15,401,257)        (14,521,619)       (15,176,056)        (12,058,585)

Administrative expenses        (12,128,677)         (5,141,214)         (3,072,322)        (2,271,247)         (3,399,803)
R & D expenses                  (2,779,729)         (2,681,220)         (2,448,372)        (2,559,490)         (1,876,888)
Amortisation                    (1,829,135)         (1,303,290)           (896,913)          (178,846)               -
Other Operating Income                -                   -                   -                  -                815,654
                                   -------             -------             -------            -------             -------
Operating profit/(loss)
  - Continuing Operations        4,989,119           3,969,890           5,165,397          1,648,881            (757,713)
  - Acquisitions                (2,808,852)          1,246,071                -               602,831           1,334,123
  - Disposals                        -                   -                   -                732,169             735,554
                                  --------            --------            --------            -------             -------
                                 2,180,267           5,215,961           5,165,397          2,983,881           1,311,964

Interest expense                  (472,283)           (704,847)           (723,312)          (466,902)           (185,744)
Interest income                    142,364             466,151              69,284             71,011             153,850
Share of operating loss
  in associate                    (195,000)            (30,000)               -                  -                   -
Profit/(loss) on assets               -                   -                404,328            (37,397)               -
                                   -------             -------             -------            -------             -------
Net profit before tax            1,655,348           4,947,265           4,915,697          2,550,593           1,280,070
Tax on profit on ordinary
   activities                     (206,000)           (123,800)               -                  -                   -
                                  --------            --------            --------          ---------             -------
Net profit after tax             1,449,348           4,823,465           4,915,697          2,550,593           1,280,070
                                 ---------           ---------           ---------          ---------           ---------
Profit from operations
  per ordinary share (US cents)       5.40               14.05               18.34              11.66                6.87
Profit/(loss) from
  continuing operations
  per ordinary share (US cents)      12.35               10.69               18.34               6.44               (3.97)
Basic earnings
  per ordinary share (US cents)       3.59               12.99               17.46               9.97                6.70
Diluted earnings
  per ordinary share (US cents)       3.73               12.20               16.96               9.65                5.61
Weighted average number of
  shares used in computing
  basic EPS                     40,408,978          37,131,692          28,158,184         25,586,050          19,108,363
Weighted average number
  of shares used in computing
  diluted EPS                   41,994,219          40,540,494          28,990,725         26,437,695          22,803,985
</TABLE>
                                       2
<PAGE>
<TABLE>
<CAPTION>
Consolidated Balance Sheet
---------------------------        As at               As at               As at              As at               As at
 Data                       Dec 31, 2001        Dec 31, 2000         Dec 31,1999        Dec 31,1998         Dec 31,1997
 ----                       ------------        ------------         -----------        -----------         -----------
                                     US$                 US$                 US$                US$                 US$
<S>                           <C>                 <C>                 <C>                <C>                 <C>
Working Capital               16,616,454          16,736,469           6,017,656              9,073           7,069,628
Long-term Liabilities          7,805,237           2,266,425           8,086,232         12,263,521           8,727,511
Total Assets                  77,029,213          67,230,672          45,042,295         45,013,047          24,599,701
Capital Stock                    603,420             602,807             460,290            425,299             364,200
Shareholders' Equity          56,531,571          55,042,649          23,186,315         14,624,196           7,104,711

Amounts Adjusted for US
-----------------------
  GAAP
  ----

Consolidated Statement
----------------------        Year Ended          Year Ended          Year Ended         Year Ended          Year Ended
 of Income                  Dec 31, 2001        Dec 31, 2000         Dec 31,1999        Dec 31,1998         Dec 31,1997
 ---------                  ------------        ------------         -----------        -----------         -----------
                                     US$                 US$                 US$                US$                 US$
Net profit/(loss)                293,816           1,667,958             988,792            625,088          (1,935,049)
Basic earnings
  per ordinary share
  (US cents)                        0.73               4.49                3.51                2.44              (10.13)
Diluted earnings
  per ordinary share
  (US cents)                        0.98               4.11                3.41                2.36              (10.13)

Consolidated Balance Sheet
---------------------------        As at               As at               As at              As at               As at
 Data                       Dec 31, 2001        Dec 31, 2000         Dec 31,1999        Dec 31,1998         Dec 31,1997
 ----                       ------------        ------------         -----------        -----------         -----------
                                     US$                 US$                 US$                US$                 US$
Total Assets                  83,839,373          75,448,105          55,620,414         60,177,621          40,411,657
Shareholders' Equity          64,364,902          63,859,198          33,729,185         29,818,770          22,241,667
</TABLE>

No  dividends  were  declared in any of the periods  from  December  31, 1997 to
December 31, 2001.

                                  Risk Factors

Potential Fluctuations in Results
Trinity's  operating results may fluctuate as a result of many factors including
size and timing of orders, the competitive  conditions in the industry,  loss of
significant  customers,  delays in the  development  of new  products,  currency
fluctuations and general economic conditions.

Future Need for Capital
Up to now Trinity has funded its  operations  through the sale of its shares and
securities   convertible   into  shares,   revenues  from  operations  and  bank
borrowings.  Trinity expects that the proceeds of recent equity financings, bank
borrowings,  current working capital and sales revenues will fund its operations
and payment  obligations for the foreseeable  future.  However, if the Company's
capital  requirements  are greater  than  expected,  or if its  revenues are not
sufficient to fund its operations, Trinity may need to find additional financing
which may not be available on attractive  terms or at all. Any future  financing
could have an adverse effect on the Company's current  shareholders or the price
of its shares in general.

Market Competition and Technological Obsolescence
The diagnostics industry is extremely competitive. Trinity is competing directly
with companies  which have greater  capital  resources and larger  marketing and
business  organisations  than  Trinity.  Trinity's  ability to grow  revenue and
earnings may be adversely impacted by competitive  product and pricing pressures
and by its inability to gain or retain market share as a result of the action of
competitors.  The Company has significantly invested in research and development
but there can be no  guarantees  that its R&D  programmes  will not be  rendered
technologically obsolete or financially non-viable by the technological advances
of its competitors.


                                       3
<PAGE>
Sourcing of Suitable Distributors and Changing Market Conditions
Revenue  and  earnings  stability  and  growth  are  directly  dependent  on the
effectiveness  of  advertising,  marketing and promotional  programmes.  Trinity
currently  distributes  its product  portfolio  through  distributors in over 80
countries  worldwide.  The Company's  continuing  economic success and financial
security  is  consequent  on  its  ability  to  secure  effective   channels  of
distribution  on  favourable  trading  terms  with  suitable  distributors.  The
healthcare  industry is in  transition  with a number of changes that affect the
market for diagnostic test products. Changes in the healthcare industry delivery
system have resulted in major consolidation among reference  laboratories and in
the formation of multi-hospital alliances,  reducing the number of institutional
customers  for  diagnostic  test  products.  There can be no assurance  that the
Company will be able to enter into and/or sustain contractual or other marketing
or  distribution  arrangements  on a  satisfactory  commercial  basis with these
institutional customers.

Dependence Upon Sales to Major Customer
During the  financial  years ended  December  31,  2001,  December  31, 2000 and
December 31, 1999,  approximately  27%,  30% and 44%  respectively  of Trinity's
revenues  were  derived  from a  distribution  agreement  between the  Company's
subsidiary,  Trinity Biotech USA (formerly Clark Laboratories,  Inc.) and Carter
Wallace,  Inc. In 2001 Carter Wallace,  Inc was acquired by Medpointe,  Inc. The
loss or interruption  of the  distribution  agreement with Carter  Wallace,  Inc
could be expected to have a material adverse effect on Trinity.

Acquisition of Businesses
The Company has historically  grown  organically and through the acquisition of,
and investment in, other companies, product lines and technologies. There can be
no guarantees that recent or future acquisitions can be successfully assimilated
or that  projected  growth in revenues or synergies  in  operating  costs can be
achieved.  The Company's  ability to integrate  future  acquisitions may also be
adversely affected by inexperience in dealing with new technologies, and changes
in  regulatory  or  competitive  environments.   Additionally,   even  during  a
successful integration, the investment of management's time and resources in the
new  enterprise  may be  detrimental  to the  consolidation  and  growth  of the
Company's existing business.

Research and Development Risk and Expiration of Patents
The Company is committed to significant expenditure on research and development.
However,  there is no certainty that this investment in research and development
will yield technically  feasible or commercially viable products.  The Company's
organic growth and long-term  success is dependent on its ability to develop and
market  new  products  but this work is  subject  to very  stringent  regulatory
control and very  significant  costs in  research,  development  and  marketing.
Failure to introduce new products could  significantly slow the Company's growth
and disadvantage its market share.

Even when  products  are  successfully  developed  and  marketed  the  Company's
ownership of the technology behind these products has a finite life. In general,
generic competition,  which can arise after the expiration of a patent, can have
a detrimental  effect on a product's  revenue,  profitability  and market share.
There can be no guarantee that the net income and financial  position of Trinity
will not be adversely affected by competition from generic products. Conversely,
on occasion,  certain  companies have claimed  exclusive  patent,  copyright and
other intellectual  property rights to technologies in the diagnostics industry.
If these  technologies  relate to Trinity's planned  products,  Trinity would be
obliged  to seek  licences  to use this  technology  and,  in the event of being
unable to obtain such a licence or it being  obtainable on grounds that would be
materially  disadvantageous  to Trinity,  the Company  would be  precluded  from
marketing such products,  which could adversely  impact its revenues,  sales and
financial position.

Regulation
The Company's  manufacturing and marketing of diagnostic test kits is subject to
government regulation in the United States of America ("USA") by the FDA, and by
comparable regulatory authorities in other jurisdictions.  The approval process,
while variable across countries, is generally lengthy, time consuming,  detailed
and expensive.  The Company's  continued  success is dependent on its ability to
develop and market new products,  some of which are currently  awaiting approval
from these  regulatory  authorities.  However,  there is no certainty  that such
approval will be granted or, even once granted,  will not be revoked  during the
continuing review and monitoring process.

The Company is also required to register  with the FDA as a device  manufacturer
and as such the  Company  is  subject  to  inspection  on a  routine  basis  for
compliance  with the FDA's  current Good  Manufacturing  Practice  ("GMP"),  the
regulations   which  prescribe  the  Company's   production  and   documentation
procedures.  Any perceived  infringement  of FDA  regulations  could  materially
impact on the  Company's  ability to  manufacture  and  distribute  the affected
products and, in extreme cases, could result in product recalls. These could all
have a material adverse effect on the Company's revenues, earnings and financial
standing.

                                       4
<PAGE>

Dependence on Key Personnel
Trinity's success is dependent on certain key management personnel. Competition
for qualified employees among biotechnology companies is intense, and the loss
of key personnel, or the inability to attract and retain the additional highly
skilled employees required for the expansion of the Company's activities, could
adversely affect its business.


Dependence Upon Suppliers
The  primary  raw  materials   required  for  Trinity's  test  kits  consist  of
antibodies,  antigens and other  reagents,  glass fibre and packaging  materials
which are acquired from third  parties.  Although  Trinity does not expect to be
dependent  upon any one source for these raw materials,  alternative  sources of
antibodies with the  specificity  and sensitivity  desired by Trinity may not be
available.  Such  unavailability  could  affect  the  quality  of the  Company's
products and its ability to meet orders for specific products.

Risk of Product Liability
Trinity  may be  subject  to  claims  for  personal  injuries  or other  damages
resulting  from its  products or services.  There can be no  assurance  that its
product  liability  insurance  is  sufficient  to protect  the  Company  against
liability that could have a material adverse effect on its business.

Risk of Foreign Exchange Fluctuations
Trinity  records  its  transactions  in Euros and US dollars  and  prepares  its
financial  statements in US dollars.  A  substantial  portion of its expenses is
denominated in Euros.  However,  Trinity's revenues are primarily denominated in
US dollars.  As a result,  the Company is affected by  fluctuations  in currency
exchange rates, especially the exchange rate between the US dollar and the Euro.
Fluctuations  between these and other  exchange  rates may adversely  affect the
Company's earnings and assets.

Risk of Shares No Longer Being Quoted On Nasdaq
Trinity's ADRs currently  trade on the Nasdaq SmallCap  Market.  Nasdaq requires
that the  securities of companies  quoted on the Nasdaq  SmallCap  Market have a
minimum bid price of US$1 per share or ADR. If the price of the  Company's  ADRs
falls below US$1 per ADR it may not meet the standards  for continued  inclusion
on the Nasdaq SmallCap  Market.  If its ADRs could no longer trade on the Nasdaq
SmallCap Market the Company's ADR price may be adversely affected.

Penny Stock Regulations and Restrictions on Marketability
SEC  regulations  concerning a "penny  stock" apply to Trinity's  shares.  These
regulations  impose sales practice  requirements on broker-dealers  who sell the
Company's  shares to persons other than  established  customers and  "accredited
investors"  as  defined  in SEC  regulations.  For  transactions  covered by the
regulations,  broker-dealers must make a suitability determination and receive a
written  agreement from the purchaser prior to the sale.  These  regulations may
affect  the  ability  of  broker-dealers  to sell the  Company's  shares  in the
secondary market and thus adversely affect its share price.


Item 4                     Information on the Company

History and Development of the Company
Trinity  develops,  manufactures  and markets  diagnostic test kits used for the
clinical laboratory and point-of-care ("POC") segments of the diagnostic market.
These test kits are used to detect,  primarily,  infectious  diseases,  sexually
transmitted  diseases and  autoimmune  disorders.  The Company  markets over 200
different diagnostic products in over 80 countries.

Trinity was incorporated as a public limited company (plc) registered in Ireland
in 1992.  The  Company  commenced  operations  in 1992  and,  in  October  1992,
completed an initial  public  offering of its securities in the USA. The Company
has expanded its product base through internal development and acquisitions into
product categories that primarily test for infectious,  sexually transmitted and
autoimmune  diseases.  In addition,  arising from the acquisition of the Biopool
hemostasis business, Trinity has expanded its product range to include test kits
that diagnose blood coagulation and related disorders. Trinity now markets these
products in the USA and in over 79 other countries  worldwide  through a network
of national and international distributors. Trinity has manufacturing facilities
in Bray,  Ireland and in Jamestown,  New York,  and Carlsbad,  California in the
USA.

                                       5
<PAGE>

Over  the past  three  years,  Trinity  has made 4  acquisitions  of  diagnostic
businesses the details of which are set out below.  Three of these  acquisitions
have  been  of  Enzyme  Immunoassay  ("EIA")  businesses  and the  fourth  was a
hemostasis business. In October 2000, the Company also subscribed for 33% of the
share capital of HiberGen Limited ("HiberGen"), an Irish-based genomics company.
In July 2001, the Company further  increased its shareholding in HiberGen to 40%
and, in February 2002, it announced that it had exercised its option, granted to
it under the terms of the original share  subscription  agreement with HiberGen,
to increase its shareholding to 66%. In July 2001, Trinity  established a direct
sales  operation in Germany which  commenced  trading in October  2001.  Through
these  acquisitions  and  new  products  added  through  in-house  research  and
development,  Trinity now has a  comprehensive  portfolio of over 200  products,
including  14  rapid  tests,  and,  through  its  investment  in  HiberGen,  has
successfully entered the fields of genomics and molecular diagnostics.

Acquisition of the assets and goodwill of the Biopool hemostasis business
In  December  2001,  Trinity  acquired  the assets and  goodwill  of the Biopool
hemostasis  business for a  consideration  of US$6.3m  before  costs  comprising
US$3.7m  in  cash  and  US$2.6m  in   deferred   consideration.   The   deferred
consideration is payable in three instalments of US$0.9m, US$1.1m and US$0.6m on
December 21, 2002, 2003 and 2004 respectively. The deferred consideration is not
conditional on any future event.  Biopool  develops,  manufactures and markets a
comprehensive  range of test kits which assess and  diagnose  disorders of blood
coagulation,  thrombotic risk factors,  fibrinolysis,  platelet function and the
vascular system.  These products are sold to hospitals,  clinical  laboratories,
commercial  reference  laboratories  and  research  institutions  on a worldwide
basis.  Sales in the USA are made through a direct  salesforce and OEM partners,
while   international   sales  are   handled   through  a  network  of  national
distributors.

Acquisition of the Amerlex hormone business of Ortho Clinical Diagnostics
On October  19, 2001  Trinity  acquired  the assets and  goodwill of the Amerlex
hormone  business of Ortho Clinical  Diagnostics for a consideration of US$0.9m.
The   consideration   was  satisfied  in  cash.  The  Amerlex  hormone  business
manufactures and sells a range of tests which diagnose hormone  disorders.  This
business has been fully integrated into the Bray manufacturing facility.

Establishment of German subsidiary, Trinity Biotech GmbH
On July 10, 2001, Trinity  established a direct sales operation in Germany which
commenced  trading in October.  The new business  employs 12 people in sales and
marketing  and is  located  just  outside  Frankfurt.  After the USA and  Japan,
Germany,  with a population of 83m, is the third largest market in the world for
in-vitro diagnostics,  accounting for 7% (US$1.4bn) of the total world market of
US$20bn.  In the past Trinity had serviced the market  through five  independent
distributors who handled a small proportion of the Company's  product  portfolio
whereas the new German direct  salesforce  will market all of Trinity's  current
products.

Investment in HiberGen Limited
On October 2, 2000,  the Company  acquired 33% of the ordinary  share capital of
HiberGen  for a total  consideration  of  US$1.4m.  On July 2, 2001 the  Company
increased its shareholding in HiberGen to 40% at a cost of US$0.3m.  On February
13, 2002 Trinity  announced  that it had exercised an option granted to it under
the terms of the original share subscription  agreement with HiberGen to further
increase its  shareholding in HiberGen to 66%. Under the terms of the agreement,
Trinity will invest approximately US$3.1m as a follow-on  investment.  The exact
sum to be invested is dependent on the achievement of agreed  milestones,  prior
to the investment  being made.  Trinity and HiberGen have agreed that the monies
will be invested in monthly  instalments over a thirty month period,  commencing
April 2002.

The  investment  in HiberGen  represents  an entry for Trinity  into the area of
molecular  diagnostics.  HiberGen  was  founded  in  Ireland  in 1996  with  the
objective of identifying genetic variations of medical relevance.  In pursuit of
this goal, the SNaPIT  technology was  successfully  developed and its US patent
was  granted  in August  2000.  SNaPIT is a rapid  genetic  variation  detection
technology.  This  technology  is  robust,  low  cost and  flexible.  HiberGen's
objective  is  to  generate  revenue  through  licensing   agreements  for  this
technology  with third  parties and in 2001 entered  into a licensing  agreement
with  Sequenom  Inc.  In  addition,  HiberGen  has an  isothermal  amplification
technology called GMA, an extension of the existing SNaPIT technology.  This GMA
technology   provides  an  alternative  for  Trinity  to  upgrade  to  molecular
diagnostic  products since Trinity has the exclusive licence for this technology
in pathogen detection.  In addition to HiberGen's  technology  platform,  it has
disease  gene  programmes  in  several  areas  including  rheumatoid  arthritis,
diabetic nephropathy and pre-eclampsia. HiberGen's objective in these programmes
is to build an  intellectual  property  position around the  identification  and
characterisation of the disease associated genes for diagnosis and treatment.

                                       6
<PAGE>

A final element of HiberGen's  business lies in  pharmacogenomics  where it will
use the SNaPIT  technology  in the  generation of genetic  profiles,  which will
allow the stratification of patients into respond and non-respond  groups.  This
analysis  will be applicable to both drugs in  development  and marketed  drugs,
with the overall impact of improving drug efficacy and safety.

Acquisition of Bartels Inc
In  December  2000,  Trinity  acquired  the assets and  goodwill  of Bartels Inc
("Bartels"), for a consideration of US$9.5m comprising US$3.2m in stock, US$0.4m
in the form of a promissory note and the balance of US$5.9m in cash.  Bartels is
a leading  manufacturer of cell dependent  organism  diagnostics and its product
range includes antigen  detection kits for Herpes Simplex Virus, and respiratory
viruses  such  as  Influenza  A and  B,  Parainfluenza  Viruses  1,  2 and 3 and
Respiratory  Syncital Virus.  Trinity intends to use the Bartels'  salesforce to
enhance its penetration and distribution strengths in the US market.

Acquisition of MarDx Diagnostics Inc
On February 29, 2000,  Trinity  acquired all the  outstanding  share  capital of
MarDx  Diagnostics Inc.  (MarDx) of Carlsbad,  California for a consideration of
US$4.2  million.  MarDx is a world leader in the  development and manufacture of
diagnostic products, known as Western Blots, which confirm the primary diagnosis
of certain infectious  diseases.  Their principal product is a Western Blot test
for Lyme  disease,  which is an  infection  carried by deer  ticks.  The disease
manifests itself as a multi-system  inflammatory  disease that affects the skin,
joints and nervous system. If diagnosed and treated early with antibiotics, Lyme
disease is readily cured.

The MarDx test was the first Lyme  Western  Blot assay to receive FDA  clearance
and  remains  the  leading  selling  test  for  Lyme  disease  in the  USA.  The
acquisition of MarDx gave Trinity a strong  position in the Western Blot segment
of the infectious disease market. Western Blot confirmatory testing is a natural
extension to Trinity's EIA products and the Company  intends to extend the MarDx
Western Blot  technology  and  manufacturing  capability  to other  confirmatory
tests.

PMA Application for UniGold HIV Test
In March  2001,  the US Food  and Drug  Administration's  Centre  for  Biologics
Evaluation and Research  (CBER)  approved an  Investigational  Device  Exemption
(IDE)  for  treatment  use for  Trinity's  UniGold  HIV  test.  This IDE  allows
Trinity's  UniGold  HIV  test  to be  used  in a  limited  number  of  hospitals
throughout  the USA, to provide  patients  with the results of tests,  conducted
during ongoing clinical trials.

The  product is used to provide  diagnostic  test  results in less than  fifteen
minutes,  in situations  involving  needle stick  injuries and pregnant women at
high risk of HIV presenting themselves for delivery. In these circumstances, the
ability  to  diagnose  HIV  status  rapidly  provides  the  opportunity  to make
potentially crucial medical decisions and to administer appropriate medication.

The granting of the IDE application  acknowledged that the clinical protocol for
the IDE was  appropriate and that Trinity's  proposed  clinical trials under the
treatment IDE met FDA standards for human safety and confidentiality.

During 2001  representatives  from Trinity were informed by the FDA that the FDA
required that additional clinical trials be conducted to ensure that the results
which have been obtained to date are statistically significant.  This means that
the  results  which have been  presented  to the FDA in the PMA  filing  must be
reproduced on a larger population of samples. The resulting trials are now being
conducted  at sites in Houston,  Texas and  Baltimore,  Maryland.  Approximately
9,000 samples will be collected and tested by September 2002. At that stage, the
next phase of  assessment  and  communication  with the FDA in  relation  to the
achievement of PMA approval for the UniGold HIV product will commence.

Principal Markets
The primary market for Trinity's  tests remains the USA.  During fiscal 2001 the
Company sold 68% (US$25.1m) (2000 : 58% or US$17.3m;  1999 : 63% or US$16.3m) of
product in the USA. Sales to non USA (principally  European and Asian) countries
represented 32% (US$12.0m)  during fiscal 2001 and 42% (US$12.5m)  during fiscal
2000. The comparable figure in 1999 was 37% (US$9.8m).

For a more comprehensive segmental analysis please refer to Note 13 "Analysis of
Revenue,  Operating  Income,  Major  Customers  and  Assets" of the Notes to the
Consolidated Financial Statements contained in Item 18 "Financial Statements".

                                       7
<PAGE>

Principal Products

Trinity's core competency is the science of immunoassay.  The Company  develops,
acquires,  manufactures and markets a wide range of diagnostic products based on
this technology. Immunoassays harness the body's own natural defence mechanisms.
Faced with invasion by a foreign  agent,  known as an antigen,  the body defends
itself by  producing  antibodies.  Each type of  antibody  produced  is a highly
specific  response to the invading  antigen.  The antibodies bind and neutralize
the antigen.  It is this highly  specific  binding of antigen to antibody  which
forms the basis for all immunoassay tests.

Trinity's  products  can test for foreign  agents such as viruses,  bacteria and
parasites,  and for  naturally  occurring  conditions  such as cancer  cells and
hormones. The Company's manufacturing processes utilise biotechnology techniques
involving the in-house  production of recombinant  proteins,  synthetic peptides
and monoclonal antibodies.

Trinity's  product  areas can be broken down under the  headings of the five key
technologies which are sold under the following brand names

         Enzyme Immunoassays (EIA)
              Bartels
              CAPTIA(TM)
              MarDx(R)
              MicroTrak(TM)
              Recombigen(R)

         Fluorescence Assays (IFA/DFA)
              Bartels
              MarDx(R)
              MicroTrak(TM)

         Western Blot (WB)
              MarDx(R)

         Rapid Assays
              Capillus(TM)
              SeroCard(TM)
              UniGold(TM)

         Hemostasis
              Biopool

Enzyme Immunoassays
The Company's wide range of Enzyme  Immunoassay (EIA) products includes over 100
assays  utilising  different  formats  to  accommodate  the  most  demanding  of
laboratories  to the most basic.  This type of test is the  mainstay of standard
clinical  laboratories  around the world and forms the  backbone  of the Trinity
product  list of over 200  products.  Trinity  currently  sells 101 EIA tests of
various  configurations  in many countries  around the world.  Of these,  72 are
cleared by the FDA for distribution within the USA.

These tests are performed on plates that allow for up to 96  simultaneous  tests
and can be performed manually or more typically on automated equipment.  Trinity
also  offers a modest  range of  equipment  for these types of assays as well as
validating  the Trinity  range for use on the most popular  types of  analysers,
used by most medical laboratories.

In essence,  each "well" is coated with antigen or antibody  depending  upon the
analyte  being tested for.  When the test is run, the first step would be to add
the sample and a reaction  will bind any  antibodies or antigens (if present) to
the "well" wall. After removal of interfering  substances through washing steps,
a  colour-forming  reagent  is added and the  intensity  of colour is read on an
instrument  indicating the result.  EIAs can aid in providing the clinician with
accurate  information  to assist in the diagnosis of a variety of disorders such
as autoimmune  diseases,  hormonal imbalances,  sexually  transmitted  diseases,
enteric infections, respiratory infections,  cardiovascular diseases, and a wide
range of other diseases.

                                       8
<PAGE>
Fluorescence Assays
The second  largest  range of diagnostic  assays in Trinity's  portfolio are the
fluorescence  assays that are also typically  performed in medium to large sized
hospital  laboratories around the world.  Trinity offers 40 fluorescence assays,
of which 28 are cleared by the FDA for  distribution  within the USA,  with many
variations in kit presentation to suit the customer's needs.

There are two distinct technologies employed,  namely Direct Fluorescence Assays
(DFA) and Immunofluorescence  Assays (IFA). Trinity offers 32 IFAs with the vast
majority  forming  the  comprehensive  range  of tests  to  diagnose  autoimmune
disorders.  The  remainder of the assays are used to assist in the  diagnosis of
infectious diseases such as Legionnaires  disease, Lyme disease and many others.
Of the 8 DFAs Trinity  offers,  the largest  range are FDA cleared for detecting
causative agents of sexually transmitted diseases (STDs),  principally Chlamydia
and Herpes, and forms one of Trinity's most popular selling product groups.

The principle of the IFA test can be summarised as the introduction of patient's
serum to a specially prepared slide containing the specific antigen to which the
antibody is  directed.  Antibody,  if present,  binds to the antigen and after a
series of washing steps and addition of a conjugate, will emit fluorescence when
viewed through a microscope equipped with an ultra-violet light source.

The  principle  of DFA,  however,  can best be  described  as the  fixation of a
patient sample to a microscope  slide,  which is then  introduced to an antibody
conjugated  to a fluorescent  dye, to stain and thereby  identify the antigen to
which the antibody is directed.

Rapid Assays
Trinity has  developed a range of membrane and latex based rapid assays to cater
for point of care (POC) and  over-the-counter  (OTC)  markets.  This range of 14
tests  facilitates  fast and often very important  treatment for the patient and
can avoid  further  costly  testing.  The  UniGold(TM)  range of tests  does not
require  refrigeration  which  is very  important  for the OTC and POC  markets,
especially in developing countries.

Tests  for  HIV  are  also  available  in  the  UniGold(TM),   SeroCard(TM)  and
Capillus(TM)  formats.  SeroCard(TM) is a self-encased,  flow-through  rapid EIA
device where results are obtained by visual  interpretation  of a colour change,
whereas  Capillus(TM)  utilises latex agglutination  enhanced by capillary slide
technology.

These types of rapid tests give a definitive qualitative answer,  indicating the
presence or absence of antigens or antibodies  (test dependent) as an aid in the
diagnosis of infection or other  clinical  conditions.  Rapid  diagnostic  tests
provide  information  that is  essential  in allowing  key  decisions to be made
regarding cost effective treatment options.

Western Blot Assays
Trinity's  extensive  range of 19 Western Blot test  systems  includes the first
Lyme Western Blot assay to receive FDA  clearance  for  distribution  within the
USA. Other Western Blot kits in the range include assays to aid in the diagnosis
of autoimmune disorders and more typically infectious diseases such as Syphilis,
Epstein Barr Virus (EBV), H. pylori and others.

Western Blot assays are typically  used in reference or speciality  laboratories
for confirming the presence, or absence, of antibodies. This can be an essential
part of routine practice for some laboratory  investigations for conditions such
as Lyme disease,  whereby the  confirmation of antibody status is the only means
to obtain an accurate diagnosis. The principle of these types of tests is that a
membrane  containing  electrophoretically  separated  proteins  of a  particular
organism are incubated with a patient's serum sample. If specific  antibodies to
individual  proteins are present,  they will bind to the  corresponding  antigen
bands. After various washing steps and conjugation, the strip is finally reacted
with a  precipitating  colour  developing  solution  which  deposits  a  visible
precipitate on antibody  reacted  antigen  bands.  Bands can then be visualised,
scored for  intensity,  relative  to a band of a weakly  reactive  control,  and
recorded.

Hemostasis
Arising from the acquisition of the Biopool hemostasis business, Trinity now has
an extensive  range of 50 hemostasis  test kits.  Biopool is a well known leader
and innovator in the worldwide market for hemostasis and fibrinolysis  reagents.
The full range of test kits assess and diagnose  disorders of blood coagulation,
thrombotic  risk  factors,  fibrinolysis,  platelet  function  and the  vascular
system.

                                       9
<PAGE>

Biopool's  extensive product line is sold to hospitals,  clinical  laboratories,
commercial  reference  laboratories  and  research  institutions  on a worldwide
basis.


Supply Agreement between Trinity USA and Carter Wallace
Trinity Biotech USA ("Trinity USA") entered into a supply  agreement with Carter
Wallace  Inc on  December  18,  1995 for an  initial  period of five  years and,
thereafter,  for an indefinite period subject to termination provisions outlined
in the supply  agreement.  Under the terms of the agreement,  Carter Wallace has
exclusive  rights to Trinity USA's products in the USA and Puerto Rico.  Trinity
USA and Trinity may market  certain  Trinity USA  products in the USA and Puerto
Rico,  which Carter  Wallace has chosen not to market in those  territories.  In
addition,  Trinity and Trinity USA may market all of Trinity  USA's  products in
all  territories  outside of the USA and Puerto Rico. As part of the  agreement,
Carter  Wallace  paid  Trinity  USA an amount of  US$2.0m  for the rights to the
Trinity USA products in the territories of the USA and Puerto Rico.

Sales and Marketing
Trinity sells  worldwide in over 80 countries  through its own salesforces and a
network of international distributors and strategic partners.

The  implementation of Trinity's strategy to move to direct sales in key markets
was further pursued in 2001 with the creation of a direct  salesforce in the USA
for the MarDx,  Bartels and Biopool product ranges. The implementation in Europe
was initiated in mid 2001 with the  establishment of a direct sales operation in
the important  German  market.  Direct sales  operations  will result in Trinity
having more direct control of marketing  strategies  which the Company  believes
will result in increased  revenues,  enhanced brand awareness and direct contact
with end users.

Through the existing  network of international  distributors,  of whom there are
more than 120,  Trinity has a worldwide  customer base.  These  distributors are
managed by  Regional  Sales  Directors,  each of whom has  responsibility  for a
specific geographic area. These areas are:
     -  USA & Canada
     -  Europe (including Eastern Europe)
     -  Middle East and Africa
     -  Asia Pacific
     -  Latin America

Manufacturing and Raw Materials
The  primary  raw  materials   required  for  Trinity's  test  kits  consist  of
antibodies,  antigens and other reagents,  glass fibre and packaging  materials.
The reagents  used as raw  materials  have been  acquired for the most part from
third  parties.  Although  Trinity is not dependent upon any one source for such
raw  materials,   alternative  sources  of  antibodies  and  antigens  with  the
specificity  and  sensitivity  desired by  Trinity  may not be  available.  Such
unavailability  could affect the quality of its products and its ability to meet
orders for specific products, if such orders are obtained.  Trinity's growth may
be  limited  by its  ability  to obtain or develop  the  necessary  quantity  of
antibodies or antigens required for specific products.  Thus, Trinity's strategy
is, whenever possible, to establish alternative sources of supply of antibodies.

Competition
The diagnostic  industry is very  competitive.  There are many  companies,  both
public and private,  engaged in  diagnostics-related  research and  development,
including  a  number  of  well-known   pharmaceutical  and  chemical  companies.
Competition  is based  primarily on product  reliability,  customer  service and
price. Many of these companies have substantially  greater capital resources and
have marketing and business  organisations  of  substantially  greater size than
Trinity.  Many  companies  have been  working on  immunodiagnostic  reagents and
products,  including  some  products  believed to be similar to those  currently
marketed or under  development by the Company,  for a longer period of time than
has the  Company.  The  Company  believes  that its primary  competitors  in the
diagnostics  market include Abbott  Laboratories,  Boehringer  Mannheim,  Sanofi
Diagnostics Pasteur, Inc, Ortho Diagnostics,  Inc, Selfcare,  Inc, Incstar, Inc,
Meridian, Inc and Murex Diagnostics, Inc. The Company expects competition within
the industry to intensify.

                                       10
<PAGE>

Patents and Licences

Patents
Trinity's  SeroCardTM and SalivaCardTM  blood and saliva-based  diagnostic tests
are based on  Trinity  Biotech  Inc's  patent  for its  "Bi-Directional  Lateral
Chromatography  Test  Device".  On April 9, 1991, a patent was issued to Trinity
Biotech Inc (formerly Disease Detection  International Inc) by the US Patent and
Trademark Office covering this device. The patent expires in 2008. This patented
technology allows Trinity to concentrate and detect antibodies or antigens using
a whole  blood  specimen in  addition  to serum,  urine,  saliva and other fluid
samples.

In February  1993,  Trinity  filed a patent  application  with the Irish Patents
Office  under the  title  "Device  for the  Processing  of Saliva  for use in an
Immunoassay". The patent describes a saliva collection system for collecting and
analysing  immunoglobulins  extracted  from the oral  cavity.  This  patent  was
granted in May 1993.  The  Company  was  granted a second  patent  covering  the
mechanics of its Saliva Collection Device in June 1994. Management believes that
these  two  patents,   which  expire  in  2010,  will  help  protect   Trinity's
SalivaCardTM test from being copied by a competitor.

In January 1999 Trinity filed a patent application with the Irish Patents Office
describing a device used in the detection of Strep A in Trinity's  Rapid Strep A
test. This patent was granted in February 2000.

Many of the Company's tests are not protected by specific patents.  However, the
Company  believes  that   substantially  all  of  its  tests  are  protected  by
proprietary know-how, manufacturing techniques and trade secrets.

From time to time, certain companies have asserted  exclusive patent,  copyright
and other intellectual property rights to technologies that are important to the
industry in which Trinity operates.  In the event that any of such claims relate
to its  planned  products,  Trinity  intends to  evaluate  such  claims  and, if
appropriate,  seek a licence to use the  protected  technology.  There can be no
assurance that Trinity would,  firstly,  be able to obtain  licences to use such
technology or, secondly,  obtain such licences on satisfactory commercial terms.
If Trinity or its suppliers are unable to licence any such protected  technology
that might be used in  Trinity's  products,  Trinity  could be  prohibited  from
marketing such products.  It could also incur  substantial costs to redesign its
products or to defend any legal action taken  against it. If Trinity's  products
should be found to infringe protected technology, Trinity could also be required
to pay damages to the infringed party.

Licences
Trinity  has taken a licence to two US patents  held by Becton  Dickinson  Inc.,
which  expire in 2004 and 2014  respectively,  covering  the format of Trinity's
UniGold(TM) rapid test device i.e. the visual result given by its one-step strip
test. The terms of the agreement provide for the payment of ongoing royalties at
rates from 4% to 8% of the sales of its UniGold(TM) rapid tests.

On December 20, 1999 the Company  obtained a  non-exclusive  commercial  licence
from  the  National  Institute  of  Health  ("NIH")  in the USA for NIH  patents
relating to the general method of producing HIV-1 in cell culture and methods of
serological detection of antibodies to HIV-1.

The Company has also entered into a number of licence/supply  agreements for key
raw materials used in the manufacture of its products.

Government Regulation
The Company's  manufacturing and marketing of diagnostic test kits is subject to
government  regulation in the USA and in other  countries in which the Company's
products  are  sought  to be  marketed.  The  process  of  obtaining  regulatory
clearance varies,  depending on the test  categorisation  and the country,  from
merely  notifying the  authorities of intent to sale, to lengthy formal approval
procedures  which often require  detailed  laboratory  and clinical  testing and
other costly and  time-consuming  processes.  The main  regulatory  bodies which
require  extensive  clinical  testing are the FDA in the USA,  the Paul  Erhlich
Institute in Germany and the Agence Francaise de Securite Sanitaire des Produits
de Sante in France. Recently, a European Directive has been implemented allowing
one approval system to be applicable throughout Europe, CE marking.

The process in each country varies  considerably  depending on the nature of the
test, the perceived risk to the user and patient, the facility at which the test
is to be  used  and  other  factors.  As 68% of  Trinity's  2001  revenues  were
generated in the USA and the USA represents  approximately  42% of the worldwide
diagnostics market, a description of the FDA clearance process,  which is one of
the most rigorous in the world, has been included below.

                                       11
<PAGE>

FDA Clearance Process

In-vitro  diagnostic  products,  such  as  those  employing  antibodies  for the
detection of autoimmune diseases in humans, are classified as medical devices by
the FDA. For some in-vitro  products,  the US Code of Federal  Regulation  (CFR)
provides  a  process   commonly  known  as  a  "510(k)  review"  to  enable  the
manufacturer  to  demonstrate  that  the  proposed  product  is   "substantially
equivalent" to another product in legal and commercial  distribution in the USA.
When a 510(k)  review is used,  a sponsor  is  required  to submit a  Pre-Market
Notification  to  the  FDA.  In the  event  that  the  FDA  requests  additional
information,  there could be multiple  cycles of submissions  until  substantial
equivalence  is  determined  and  clearance is obtained.  The FDA has  statutory
authority to require clinical studies data to support a 510(k) application.

In cases  where  there  are no  existing  FDA  cleared  products  "substantially
equivalent" to the new product or the FDA has classified the products  currently
on the market as high risk and subject to a more stringent  level of regulation,
the sponsor is required to submit a Pre-Market Approval application (PMA), which
involves a lengthier and more  burdensome  process often  requiring  substantial
supporting   clinical   data.  FDA  approval  is  required   before   commercial
distribution is allowed.

If clinical studies are necessary,  the FDA may require the Company to obtain an
Investigational   Device  Exemption  ("IDE").  An  IDE  normally  restricts  the
distribution of an  investigational  device to a limited number of institutions,
and use by a limited  number of  investigators,  for the  purpose of  performing
studies to be submitted to the FDA in a 510(k) or PMA application.

Although  certain  diagnostic  products  are exempt from IDE  requirements,  the
exemption  applies  only to tests which (a) do not require an invasive  sampling
procedure that presents  significant  risk; (b) do not introduce energy (such as
X-rays) into a subject; and (c) are not used for diagnostic  determination.  The
Company's products would not be used as diagnostics  without such a confirmatory
diagnosis  unless they had received an exemption from the FDA. Such approval may
be given by the FDA in the form of a  Treatment  Use IDE  where the FDA have the
authority  to authorise  the use of a given  product in the absence of any other
product to diagnose a  particular  disease  state,  or to fulfill a  substantial
need.

The  amount  that  can be  charged  for use of an  investigational  device  in a
clinical  study is  generally  limited to recovery  of material  costs and those
related to running the trial. Accordingly,  no return can be expected during the
study of investigational devices.

Medical devices may be exported from the USA before receiving IDE, 510(k) or PMA
clearance  under  certain  conditions,  providing  FDA clearance of the proposed
exportation is obtained.  The receiving  country must certify that the device is
not in conflict with the laws of that country and that the foreign government is
aware of the device's  import.  In countries other than the USA and Europe,  the
Company's  distributors  are  generally  responsible  for obtaining any required
government consents.

The Company is also required to register  with the FDA as a device  manufacturer
and list its devices. As such, the Company is subject to inspection on a routine
basis for compliance with the FDA's current Good Manufacturing  Practice ("GMP")
Regulations and Quality Systems Regulations.  These regulations require that the
Company  manufactures  its products and  maintains its documents in a prescribed
manner with respect to manufacturing, testing and control activities. Failure to
comply with applicable GMP or other regulatory requirements can result in, among
other things, sanctions, fines, delays or suspensions of clearance,  injunctions
against  further  distribution,  seizures  or  recalls  of  products,  operating
restrictions and criminal prosecutions.  In addition, the Company is required to
comply with various FDA requirements  for labelling.  Pursuant to the US Medical
Device  Reporting  Act,  1997, the Company is also required to notify the FDA of
any deaths or serious  injuries  alleged to have been associated with the use of
its diagnostic test kits as well as product malfunctions that would likely cause
or  contribute to death or serious  injury,  if the  malfunction  were to recur.
Finally, the FDA prohibits an approved device from being marketed for unapproved
applications.

Organizational Structure
Trinity  Biotech plc and its  subsidiaries  ("the Group") is a  manufacturer  of
diagnostic test kits for sale and distribution  worldwide.  Trinity's  executive
offices  are  located at Bray,  Co.  Wicklow,  Ireland  while its  research  and
development, manufacturing and marketing activities are principally conducted at
Trinity Biotech Manufacturing Limited,  based in Bray, Co. Wicklow,  Ireland and
at Trinity Biotech (USA) Inc and MarDx  Diagnostics Inc based in Jamestown,  New
York State and Carlsbad, California respectively.

For a more comprehensive schedule of the subsidiary and associated  undertakings
of the  Company  please  refer  to  Note  30 of the  Notes  to the  Consolidated
Financial  Statements  "Group  Undertakings"  contained  in Item  18  "Financial
Statements" of this Form 20-F.

                                       12
<PAGE>

Property, Plant and Equipment
Trinity has three manufacturing sites worldwide,  two in the USA (Jamestown,  NY
and Carlsbad, CA) and one in Bray, Co. Wicklow, Ireland. Each site is an FDA, EN
and ISO approved facility. As part of its ongoing commitment to quality, Trinity
is actively working on achieving the latest ISO/9001/2000 certification. In line
with the growth of the Company,  manufacturing  facilities were expanded in 2000
resulting in a total of over 130,000 sq ft of manufacturing and office space.

Trinity's  executive  offices and  manufacturing  and research  and  development
facilities  consisting  of  approximately  45,000 square feet are located at IDA
Business Park,  Bray, Co. Wicklow,  Ireland.  This facility is ISO 9001 approved
and was purchased in December 1997. The facilities include offices, research and
development laboratories, production laboratories, cold storage and drying rooms
and warehouse space.  Trinity spent US$4.2m buying and fitting out the facility.
In December  1999, the Company sold the facility for net proceeds of US$5.2m and
leased it back from the purchaser for 20 years. The current annual rent which is
reviewed every 5 years is set at  (euro)392,337  (US$347,940).  In July 2000 the
Company entered into a 20 year lease for a 25,000 square foot warehouse adjacent
to the  existing  facility  at an  annual  rent of  (euro)190,455  (US$168,903).
Trinity's  current  manufacturing   facilities  are  adequate  for  its  current
manufacturing  and  operational  needs,   however,  in  anticipation  of  future
potential growth, the Company has entered into a further four years eleven month
lease at (euro)28,568 (US$25,335) per annum over adjacent lands. The Company has
also entered into an option with the lessor exercisable for the next three years
under which it may require the lessor to construct an  additional  premises,  as
may be specified by the Company, on such lands. (See item 7 - Major Shareholders
and Related Party Transactions).

Trinity  USA  operates  from a 24,000  square  foot  FDA and ISO  9001  approved
facility in  Jamestown,  New York.  The facility was purchased by Trinity USA in
1994.  The  mortgage  associated  with this  facility  is  repayable  in monthly
instalments  of US$2,292 plus interest at 8 1/2 % with a final bullet  repayment
of US$138,000 on February 1, 2004, the maturity date for the facility.

MarDx operates from two facilities in Carlsbad,  California.  The first facility
comprises  21,500 sq feet and is the subject of a 5 year lease,  renewed in July
2001,  at an annual  rental cost of  US$214,000.  The second  adjacent  facility
comprises  14,500  square feet and is the subject of a 3 year lease,  renewed in
July 2001, at an annual rental cost of US$127,000.

Arising  from  the  acquisition  of the  Biopool  hemostasis  business,  Trinity
currently operates from two additional facilities located in Ventura, California
and Umea,  Sweden.  The Ventura  facility  is 25,000  square feet and the annual
rental  amounts to  US$150,000.  The lease on this facility  expires in November
2002.  The Umea  facility  is  12,500  square  feet  and the  annual  rental  is
US$120,000. The lease expires in November 2004.


Item 5                     Operating and Financial Review
                                  and Prospects
General
Trinity was  incorporated  in Ireland in January 1992. The Company was organised
to acquire,  develop and market technologies for rapid in-vitro blood and saliva
diagnostics  for HIV and other  infectious  diseases.  In October  1992  Trinity
completed an initial public offering in the United States in which it raised net
proceeds in excess of US$5 million.  In October 1993, Trinity took a controlling
interest in DDI and in October 1994 merged Trinity's  wholly-owned US subsidiary
into DDI so that DDI became a  wholly-owned  subsidiary of Trinity.  DDI was the
surviving  legal  entity in the  merger  and was  subsequently  renamed  Trinity
Biotech Inc ("TBI").  In December 1994 Trinity acquired the remaining 50% of FHC
which its subsidiary TBI did not own. During 1995 Trinity raised net proceeds in
excess  of US$6  million  as a result of a private  placement  of the  Company's
shares.  In February  1997,  the Company  purchased  the entire share capital of
Clark  Laboratories Inc ("Clark"),  which now trades as Trinity Biotech USA, and
in June 1997 the  Company  purchased  the entire  share  capital of  Centocor UK
Holdings  Ltd  ("Centocor").  In  1998,  the  Company  made  four  product  line
acquisitions.  The acquisition of the Microzyme and Macra Lp(a) product lines in
June 1998 and the  acquisition  of the MicroTrak and Cambridge  Diagnostics  HIV
product lines in September 1998. The manufacture of these product lines has been
transferred  to the  Company's  Jamestown,  NY and Bray,  Co.  Wicklow,  Ireland
manufacturing  facilities. In March 2000 the Company purchased 100% of the share
capital of MarDx  Diagnostics  Inc ("MarDx") and in December 2000 the assets and
goodwill of Bartels Inc were  acquired.  The Bartels plant in Seattle  closed in
June 2001 and production has been transferred to the  Californian,  New York and
Irish  factories.  In October 2001,  the Company  purchased the Amerlex  hormone
business of Ortho Clinical Diagnostics and in December 2001 the Company acquired
the assets and  goodwill of the Biopool  hemostasis  business.  In October  2001
Trinity established a direct sales operation in Germany, Trinity Biotech GmbH.

                                       13
<PAGE>
In October 2000 Trinity  subscribed for a 33.3% shareholding in HiberGen Limited
("HiberGen"). In July 2001 the Company subscribed for a further 300,000 Ordinary
Shares in HiberGen, increasing its shareholding to 40%. In February 2002 Trinity
announced that it had exercised an option,  granted to it under the terms of the
original share  subscription  agreement with HiberGen,  to further  increase its
shareholding in HiberGen to 66%.

In May 1999 Trinity obtained a secondary listing on the Irish Stock Exchange and
in April  2000  raised  US$13.4m  by the issue of 4 million  Class `A'  Ordinary
Shares to institutional investors.

Trinity's financial  statements include the attributable results of five trading
entities - Trinity Biotech Manufacturing  Limited,  Trinity Biotech USA, Trinity
Biotech Inc, MarDx Diagnostics Inc and Trinity Biotech GmbH which are engaged in
the manufacture and sale of diagnostic test kits, and a share of the loss of the
associate undertaking, HiberGen. This discussion covers the years ended December
31,  2001,  December  31,  2000 and  December  31,  1999 and  should  be read in
conjunction  with  the  Consolidated  Financial  Statements  and  notes  thereto
appearing  elsewhere  in this Form  20-F.  The  financial  statements  have been
prepared in  accordance  with Irish GAAP which differs from US GAAP as indicated
in Note 29 to the Consolidated Financial Statements.

Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations
are based upon our consolidated  financial statements,  which have been prepared
in accordance with accounting  principles  generally accepted in Ireland ("Irish
GAAP").  The  preparation  of these  financial  statements  requires  us to make
estimates and judgements that affect the reported amount of assets, liabilities,
revenues  and  expenses,   and  related  disclosure  of  contingent  assets  and
liabilities.

On an on-going  basis,  we evaluate our  estimates,  including  those related to
intangible  assets,  contingencies  and  litigation.  We base our  estimates  on
historical  experience and on various other  assumptions that are believed to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making  judgments about the carrying  values of assets and liabilities  that are
not readily  apparent from other  sources.  Actual results may differ from these
estimates under different assumptions or conditions.

We believe the critical  accounting  policies  described  below reflect our more
significant  judgments and estimates used in the preparation of our consolidated
financial statements.

Research and development expenditure
Under Irish GAAP, we write-off research and development expenditure as incurred,
with the exception of  expenditure  on projects  whose outcome has been assessed
with reasonable certainty as to technical feasibility,  commercial viability and
recovery of costs through future  revenues.  Such  expenditure is capitalized at
cost within intangible assets and amortized over 10 years.

Factors  which  impact  our  judgement  to  capitalize   certain   research  and
development  expenditure  include the degree of regulatory approval for products
and the results of any market research to determine the likely future commercial
success of  products  being  developed.  We review  these  factors  each year to
determine  whether our  previous  estimates  as to  feasibility,  viability  and
recovery should be changed.

Under US GAAP, we write off all research and development costs as incurred.

Impairment of intangible assets
We assess the  impairment  of  identifiable  intangibles  and  related  goodwill
whenever events or changes in circumstances indicate that the carrying value may
not be recoverable.

Factors considered important,  which could trigger an impairment review, include
the following:

     o    significant   underperformance  relative  to  expected  historical  or
          projected future operating results;
     o    significant changes in the manner of our use of the acquired assets or
          the strategy for our overall business;
     o    obsolescence of products whose development costs we have capitalized;
     o    significant decline in our stock price for a sustained period; and our
          market capitalization relative to net book value.

                                       14
<PAGE>
When we determine that the carrying value of intangibles,  long-lived assets and
related goodwill may not be recoverable  based upon the existence of one or more
of the above  indicators of impairment,  any impairment is measured based on our
estimates of projected net  discounted  cash flows  expected to result from that
asset,  including  eventual  disposition.  Our estimated  impairment could prove
insufficient if our analysis  overestimated  the cash flows or conditions change
in the future.

Under US GAAP,  following  our  adoption  of SFAS 142 and SFAS 144 on January 1,
2002,  we have  ceased to amortize  goodwill.  In lieu of  amortization,  we are
required to perform an initial  impairment review of our goodwill in 2002 and an
annual impairment review thereafter.

Allowance for slow-moving and obsolete inventory
We evaluate the  reliability of our inventory on a  case-by-case  basis and make
adjustments to our inventory  reserve based on our estimates of expected losses.
We write off any  inventory  that is  approaching  its  "use-by"  date.  We also
consider  recent  trends in revenues for various  inventory  items and instances
where the  realizable  value of inventory is likely to be less than its carrying
value.

Deferred Tax
FRS 19,  Deferred Tax,  issued in December  2000,  is effective  for  accounting
periods  ending  on or after  January  23,  2002.  The  standard  requires  full
provision to be made for deferred tax assets and  liabilities  arising from most
types of timing  difference.  FRS 19 is expected to result in an increase in the
Group's effective tax rate under Irish GAAP.

Impairment or disposal of long-lived assets
In August 2001, the Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards  No.  144,  Accounting  for the  Impairment  or
Disposal of Long-Lived Assets (SFAS 144), which addresses  financial  accounting
and reporting for the impairment or disposal of long-lived assets and supersedes
SFAS No.  121,  Accounting  for the  Impairment  of  Long-Lived  Assets  and for
Long-Lived Assets to be Disposed Of, and the accounting and reporting provisions
of APB Opinion No. 30,  Reporting the Results of Operations  for a disposal of a
segment of a business.  SFAS 144 is effective for fiscal years  beginning  after
December 15, 2001, with earlier application  encouraged.  The Company expects to
adopt SFAS 144 as of January 1, 2002 and it has not  determined  the effect,  if
any, the adoption of SFAS 144 will have on the Company's  financial position and
results of operations.

Results of Operations
Year Ended December 31, 2001 Compared to the Year Ended December 31, 2000
-------------------------------------------------------------------------
Trinity's  consolidated  revenues  for the year  ended  December  31,  2001 were
US$37,064,573  compared to consolidated  revenues of US$29,742,942  for the year
ended December 31, 2000. The growth in revenues of 25% was  attributable to both
organic and acquisition-led growth.

The gross  margin for the year ended  December  31, 2001 was 51% compared to 48%
for the year ended December 31, 2000. This  improvement was due to both a better
mix of sales  during the year and the  increased  level of higher  margin  sales
arising from the US acquisitions completed during 2000.

Net interest increased to US$329,919 in 2001 compared to US$238,696 in 2000. The
increased  level of interest  reflects  the  Company's  higher level of net debt
during the year.

Normal administrative  expenses for the year ended December 31, 2001 amounted to
$10,307,812  compared to $5,157,504 for the year ended  December 31, 2000.  This
significant increase reflects the costs incurred in these areas by the companies
acquired in 2000 and 2001 plus the direct  sales  investment  in Germany and the
USA. Amortisation  increased to US$1,829,135 compared to US$1,303,290 in 2000 as
a result of the  commencement  of  amortisation on certain product lines and the
new  acquisitions.  An exceptional  administrative  expense of US$3,650,000  was
recognised  in the figures  for 2001.  Of this  charge  US$2,850,000  relates to
commitments  made on the  acquisition  of the assets and goodwill of the Biopool
hemostasis business on December 21, 2001 primarily to make payments to employees
for  redundancy,  and plant closure  costs,  including  commitments  for onerous
leasing  arrangements.  The  balance  of the  exceptional  charge of  US$800,000
relates to the  acquisition  of Bartels  Inc on  December  8, 2000.  This charge
comprised  payments to employees so as to ensure the  effective  transfer of the
business  from  Seattle to other  facilities.  The  restructuring  programme  at
Bartels was  implemented  during the first two  quarters of 2001 and the Seattle
facility was closed on June 8, 2001.

                                       15
<PAGE>

A tax charge of US$206,000  was incurred in the year which reflects the movement
of the  Company  into a tax paying  position  as net  operating  losses  carried
forward are offset by profits.

As a result of the above,  profit  after tax  amounted to  US$5,099,348  (before
exceptionals)  compared to US$6,110,465  (before  exceptionals) in 2000.  Profit
after  tax and  exceptionals  in  2001  amounted  to  US$1,449,348  compared  to
US$4,823,465 in 2000.

Year Ended December 31, 2000 Compared to the Year Ended December 31, 1999
-------------------------------------------------------------------------
For the year ended December 31, 2000 Trinity's consolidated revenues rose 14% to
US$29,742,942  compared to  US$26,104,623  in 1999. The increase in revenues was
due primarily to the acquisitions of MarDx and Bartels during the year.

The gross margin from product sales for the year ended December 31, 2000 was 48%
compared to 44% for the year ended  December 31,  1999.  This was due in part to
the inclusion of higher margin sales from the Company's US acquisitions in 2000.

Net interest  reduced to  US$238,696 in 2000 compared to US$654,028 in 1999 as a
result of the stronger  financial  position  achieved by the Company  during the
year.

Normal administrative  expenses for the year ended December 31, 2000 amounted to
$5,157,504  compared to $3,969,235  for the year ended  December 31, 1999.  This
increase reflects the costs incurred in these areas by the companies acquired in
2000 plus an increased investment in the sales and marketing area throughout the
Company.  Amortisation  increased to US$1,303,290 compared to US$896,913 in 1999
as a result of a realignment of the Company's  amortisation policy combined with
the   commencement  of  amortisation  on  certain  product  lines  and  the  new
acquisitions.   An  exceptional   administrative  expense  of  US$1,287,000  was
recognised in the figures for 2000. This charge related to the costs  associated
with the closure of Bartels'  Seattle  factory and the transfer of production to
the Carlsbad, Jamestown and Irish factories.

A tax charge of US$123,800 was incurred in the year (1999 : Nil) which reflected
the movement of the Company for the first time into a tax paying position as net
operating losses carried forward were offset by profits.

As a result of the  above,  profit  after tax rose 35% to  US$6,110,465  (before
exceptionals)  compared to US$4,511,369  (before  exceptionals) in 1999.  Profit
after tax and exceptionals in 2000 was US$4,823,465  compared to US$4,915,697 in
1999.

Liquidity and Capital Resources
On  December  25,  1999,  the  Company  completed  a  private  placement  of (i)
US$3,500,000  principal  amount  of 7.5%  Convertible  Debentures  (the  "Second
Debentures")  and (ii) 483,701  warrants to purchase `A' Ordinary  Shares of the
Company (the "Second  Warrants"),  which resulted in aggregate gross proceeds to
the Company of US$3,500,000.  The Second Debentures bear interest at the rate of
7.5%  per  annum,  payable  quarterly.  US$2,500,000  of  the  principal  amount
originally matured on December 18, 2001 with the remaining US$1,000,000 maturing
on December 18, 2002. The Second  Debentures are  convertible  into `A' Ordinary
Shares of the Company at a price of US$1.80.  During 2000,  US$1,875,000  of the
US$3,500,000  principal  amount of the  Second  Debentures  was  converted  into
1,041,667 Class `A' Ordinary Shares of the Company.  During 2001,  US$625,000 of
the remaining balance of the Second Debentures was redeemed.

In relation to the Second Warrants, 333,701 are each exercisable to purchase one
`A' Ordinary Share of the Company at US$1.74 per share and the remaining 150,000
are each  exercisable  to  purchase  one `A'  Ordinary  Share of the  Company at
US$1.80 per share.  100,000 of these  warrants  were  exercised  to purchase `A'
Ordinary  Shares in the Company in 2000. The balance of these  warrants  expired
unexercised on June 25, 2002.

In May 1999 the Company obtained a secondary listing on the Irish Stock Exchange
and in April  2000  raised  US$13,400,000  by the issue of  4,000,000  Class `A'
Ordinary Shares to a cross section of US, UK and Irish investment institutions.

In March 2000 Trinity paid  US$4,208,279 for 100% of the share capital of MarDx.
This  acquisition  was funded  through  the  issuance  of shares to the value of
US$2,163,287 and cash of US$2,044,992. In October 2000, the Company acquired 33%
of the share capital of HiberGen for a consideration  of US$1,371,642  which was
satisfied by cash of US$1,185,197 and shares to the value of US$186,445. In July
2001, the Company  subscribed for a further 300,000 Ordinary Shares in HiberGen,
increasing its  shareholding  to 40% at a cost of US$309,399.  In December 2000,
the assets and  goodwill of Bartels Inc were  acquired  for a  consideration  of
US$9,463,974  which was satisfied  with shares to the value of  US$3,190,000,  a
promissory note of US$350,000 and cash of US$5,923,974.  The promissory note was
settled in 2001.

                                       16
<PAGE>
In October 2001 Trinity purchased the Amerlex hormone business of Ortho Clinical
Diagnostics  for a total  consideration  of US$877,797.  The  consideration  was
satisfied in cash. In December 2001 the Company acquired the assets and goodwill
of the Biopool  hemostasis  business for a total  consideration of US$6,409,329,
after  costs,  satisfied  in  cash  and  deferred  consideration.  The  deferred
consideration  of  US$2,591,500  is payable in three  instalments of US$855,200,
US$1,166,200  and US$570,100 on December 21, 2002,  2003 and 2004  respectively.
The deferred consideration is not conditional on any future event.

As at December 31, 2001 Trinity's  consolidated  cash and cash  equivalents were
US$5,281,976.  This compares to cash and cash  equivalents  of  US$4,275,595  at
December 31, 2000.  The  increase is due to a cash inflow of  US$5,630,748  from
operations and the drawdown of banking  facilities,  offset by the redemption of
convertible  debentures,  the repayment of bank borrowings and cash payments for
the purchase of subsidiaries and fixed assets. This resulted in net cash inflows
of US$1,006,381 during the year.

As at  December  31,  2001  bank  debt  was  US$8,437,406  and  cash in hand was
US$5,281,976.   Trinity   believes  that,  with  further  funds  generated  from
operations,  it will have sufficient  funds to meet its capital  commitments and
continue  operations for the foreseeable  future.  If operating margins on sales
were  to  decline  substantially  or  the  Company  was  to  make  a  large  and
unanticipated cash outlay, the Company would have further funding  requirements.
If this  were  the  case,  there  can be no  assurance  that  financing  will be
available at attractive  terms, or at all. The Company  believes that success in
raising additional  capital or obtaining  profitability will be dependent on the
viability of its products and their success in the market place.

Impact of Inflation
Although Trinity's operations are influenced by general economic trends, Trinity
does not believe that inflation had a material  effect on its operations for the
periods presented.  Management believes,  however, that continuing national wage
inflation in Ireland and the impact of inflation on costs  generally will result
in a sizeable increase in the Irish facility's operating costs in 2002.

Impact of Currency Fluctuation
Trinity's revenue and expenses are affected by fluctuations in currency exchange
rates especially the exchange rate between the US Dollar and the Euro. Trinity's
revenues  are  primarily  denominated  in US Dollars,  its expenses are incurred
principally  in Euros and US  Dollars.  The  revenues  and costs  incurred by US
subsidiaries are denominated in US Dollars.

Trinity  holds most of its cash assets in US dollars.  As Trinity  reports in US
Dollars, fluctuations in exchange rates do not result in exchange differences on
these cash assets.

Exchange Rates
Fluctuations  in the  exchange  rate  between the Euro (as part of the  European
Monetary  System) and the US dollar may impact on the  Company's  Euro  monetary
assets and  liabilities  and on Euro  expenses and  consequently  the  Company's
earnings.

Research and Products Under Development

History
-------
Trinity has invested  considerable  funds in research and  development  over the
past  number of years.  It has  developed  a platform  technology  for its rapid
UniGoldTM  tests and,  arising from this,  the Company has focused on developing
rapid  tests for  certain  infectious  diseases  utilising  this  platform.  The
following tests have already been successfully developed:

Hepatitis B
HIV(Peptide and recombinant protein formats)
H. pylori
Malaria
Strep A (CLIA Waivable)

A research project is presently underway to develop a rapid test for influenza A
and B using the UniGoldTM technology.

The Company has also  developed  numerous tests  utilising the  microtitre  well
format platform technology for its laboratory-based  business.  For example, the
Company has developed EIA plate tests for Adenovirus, Rotavirus, C. difficile,

                                       17
<PAGE>
Cryptosporidium and Mycoplasma. Many of Trinity's EIA plate products are
undergoing re-optimisation in order to make them compatible with automated assay
processing systems.

Development Groups
------------------
The Company has four  research and  development  groups  focusing  separately on
microtitre based tests, rapid tests, western blot products and immunofluorescent
assays.   These   groups  are  located  in  Dublin  and  the  USA.  The  Company
sub-contracts some research and development to independent  researchers based in
the USA. In addition,  the Company  sponsors various projects in universities in
Ireland,  the UK and the USA. Each of these research and  development  groups is
currently involved in the following projects:

Microtitre Plate Development Group
----------------------------------

Development of microtitre plate assay for the detection of HSV-1 and HSV-2
The Company is  developing  HSV-1 and HSV-2  specific  tests to  complement  its
HSV-1/2  tests.  HSV-2 causes more serious  complications  to pregnant women and
HSV-2 positive  patients are more  susceptible  to  contracting  HIV. These type
specific tests will utilise  recombinant  proteins rather than the less specific
viral lysates in the older generations of these products.

Adaptation of assays to Microtrak XL units
During 1998, Trinity acquired the Microtrak Chlamydia business from Dade Behring
Inc.  As a  result  of the  acquisition,  Trinity  acquired  instruments  to run
Microtitre  plate tests.  These  instruments  only ran  Chlamydia  EIA tests and
Trinity is now  adapting its other  Microtitre  plate assays so that they can be
run on this  instrument.  The Microtrak XL instruments are placed in a number of
laboratories  in the USA and around the rest of the world.  The  development  of
more tests using these  instruments will enhance Trinity's ability to sell these
tests.

Redevelopment of the Captia Products
The Syphillis IgG product is currently  undergoing  re-optimisation  in order to
make these kits more user friendly and compatible  with automated assay systems.
These  re-optimisations  include  the  introduction  of a one step  tracer,  the
addition of a stop solution and including a stable one  component,  ready to use
substrate.

Recombigen HIV
This  microtitre  plate  test  is  currently  being  re-developed  and  will  be
re-launched  as a 4th  generation CE marked  product.  This  involves  utilising
recombinant  proteins for HIV 1 and HIV 2 together with a synthetic  peptide for
detecting  HIV O. The changes will allow the Company to be more  competitive  in
the marketplace as well as having a product that is suitable for automation.

Rapid Development Group
-----------------------

Development of Recombinant HIV UniGoldTM Test
This represents a modification of Trinity's  UniGold HIV Test using  recombinant
proteins as opposed to peptides  for the test.  These  recombinant  proteins are
manufactured  by Trinity  and allow the  UniGoldTM  HIV Test to be produced in a
more cost-effective manner.  Extensive internal and external testing in sites of
intended use is taking place at present.

CLIA Waived  Strep A test
Trinity has  already  developed  a rapid  Strep A test for the  doctor's  office
market. However,  smaller doctors' practices are not entitled to use the test as
it is considered to be moderately  complex under the CLIA  regulations.  Trinity
has  developed  a simpler  form of the test,  which will enable it to be sold to
doctors'  offices in the USA. The worldwide  market for this Strep A test was 90
million  tests in 1998,  of which 40 million tests were in the USA. This product
has been 510(k) approved and the objective is to achieve the CLIA waiver.

Western Blot Development Group
------------------------------

European Lyme IgG and IgM Western Blots
Development  has been completed on two new western blots that have been designed
specifically  for the  detection of European  Lyme.  Both  products are in pilot
production and on completion of this phase of the project  extensive trials will
be performed in order to ensure compliance with CE requirements.

                                       18
<PAGE>
HIV 1 / 2 Western Blot
Trinity has developed a western blot test for detecting  antibodies to HIV 1 and
HIV 2 that is presently  undergoing  clinical  trials in Africa and the USA. The
objective  is to have this  product  available  for sale outside the USA by June
2002.

Immunofluorescent Assay Development Group
-----------------------------------------

The  development  department  in Trinity has recently been expanded to include a
group that will work exclusively on redesigning various immunofluorescent assays
from indirect assays to direct assays. This redevelopment will make the products
more user friendly and reduce assay time.

For the 12 months ended  December  31, 2001 the Company  spent  US$2,779,729  on
research and  development.  This  expenditure  is broken down into salary costs,
reagents,   consultancy  fees  and  other  related  costs.  The  comparable  net
expenditure in 2000 and 1999 was US$2,681,220 and US$2,448,372 respectively.

Trend Information
For information on trends in future  operating  expenses and capital  resources,
see "Results of  Operations",  "Liquidity and Capital  Resources" and "Impact of
Inflation" under Item 5.


Item 6                  Directors and Senior Management

Directors and Executive Officers

Name                   Age  Title

Ronan O'Caoimh         46   Chairman of the Board of Directors
                            Chief Executive Officer

Brendan K. Farrell     54   Director, President

James Walsh Ph.D.      43   Director, Chief Operating Officer

Maurice Hickey         41   Director, Chief Financial Officer, Company Secretary

Denis R. Burger, Ph.D. 58   Non Executive Director

Peter Coyne            43   Non Executive Director

Board of Directors

Ronan O'Caoimh, Chairman and Chief Executive Officer, co-founded Trinity in June
1992 and acted as Chief Financial  Officer until March 1994 when he became Chief
Executive  Officer.  He has been  Chairman  since  May  1995.  Prior to  joining
Trinity,  Mr.  O'Caoimh  was  Managing  Director  of Noctech  Limited,  an Irish
diagnostics  company.  Mr. O'Caoimh was Finance Director of Noctech Limited from
1988 until January 1991 when he became Managing  Director.  Mr. O'Caoimh holds a
Bachelor of Commerce degree from University  College,  Dublin and is a Fellow of
the Institute of Chartered Accountants in Ireland.

Brendan  Farrell,  President,  joined  Trinity in July 1994.  He was  previously
Marketing  Director of B.M. Browne Limited,  a company involved in the marketing
and distribution of medical and diagnostic products.  Prior to that he was Chief
Executive of Noctech Limited, an Irish based diagnostics company,  following six
years  with  Baxter  Healthcare  where  he was  Director  of  European  Business
Development.  Mr. Farrell has a Masters degree in  Biochemistry  from University
College, Cork.

Maurice  Hickey,  Chief  Financial  Officer,  joined Trinity as Chief  Financial
Officer and Company  Secretary in July 2000.  Prior to joining  Trinity,  he was
Finance  Director  of the Imari  Group,  an Irish  based  logistics  group  with
operations in Ireland,  the UK, Continental Europe and the USA. Prior to that he
was a director of  Cambridge  Investments  Limited,  a venture  capital  fund, a
senior consultant in Price Waterhouse (London) and a corporate finance executive
in Ulster  Investment Bank. Mr. Hickey has a Bachelor of Business Studies degree
from Trinity College, Dublin and an MBA from IMD, Lausanne, Switzerland.

                                       19
<PAGE>

Jim Walsh, Ph.D., Chief Operating Officer, joined Trinity in October 1995. Prior
to joining the Company, Dr. Walsh was Managing Director of Cambridge Diagnostics
Ireland  Limited  (CDIL).  He was employed with CDIL since 1987.  Before joining
CDIL he worked with Fleming GmbH as Research &  Development  Manager.  Dr. Walsh
has a degree in Chemistry and a Ph.D. in Microbiology  from University  College,
Galway.

Denis Burger, Ph.D.,  non-executive  director, was Chairman of Trinity from June
1992 to May 1995 and is  currently  a  non-executive  director.  Dr.  Burger  is
President,  Chief  Executive  Officer and a director of AVI  Biopharma  Inc., an
Oregon  based  biotechnology  company.  Dr.  Burger  is  also a 50%  partner  in
Sovereign Ventures, a healthcare  consulting and funding firm based in Portland,
Oregon. He was a co-founder and, from 1981 to 1990,  Chairman of Epitope Inc. In
addition,  Dr. Burger has held a professorship in the Department of Microbiology
and Immunology  and Surgery  (Surgical  Oncology) at the Oregon Health  Sciences
University  in Portland.  Dr.  Burger  received his degree in  Bacteriology  and
Immunology  from the University of California in Berkeley in 1965 and his Master
of Science and Ph.D. in 1969 in Microbiology  and Immunology from the University
of Arizona.

Peter  Coyne,  non-executive  director,  joined the board of Trinity in November
2001 as a  non-executive  director.  Mr.  Coyne is a director  of AIB  Corporate
Finance,  a  subsidiary  of AIB Group  plc,  the  Irish  banking  group.  He has
extensive  experience  in advising  public and private  groups on all aspects of
corporate  strategy.  Prior to joining  AIB,  Mr Coyne  trained  as a  chartered
accountant and was a senior  manager in Arthur  Andersen's  Corporate  Financial
Services  practice.  Mr  Coyne  holds a  Bachelor  of  Engineering  degree  from
University  College,  Dublin  and is a  fellow  of the  Institute  of  Chartered
Accountants in Ireland.

Mr. Coyne  replaces Mr.  Gregory Brown who following his move back to his native
Australia announced his retirement from the board in October 2001.


                     Compensation of Directors and Officers

The  remuneration  committee is responsible for determining the  remuneration of
the executive directors. The basis for the executive directors' remuneration and
level of annual  bonuses is  determined  by the  remuneration  committee  of the
board. In all cases,  performance  bonuses and the granting of share options are
subject to stringent performance criteria.  The remuneration  committee consists
of Dr.  Denis  Burger,  Mr. Peter Coyne and Mr. Ronan  O'Caoimh.  The  aggregate
compensation paid to the directors and executive officers of the company for the
period ended December 31, 2001 totalled US$1,001,121. An amount of US$11,877 was
paid to non-executive directors.  These sums comprised all fees, salaries, other
benefits and  emoluments  paid to directors  and included an amount of US$59,157
paid on behalf of the executive directors into the Company pension plan.

No director of the Company is  compensated  in his  capacity as a director,  but
members  of  the  board  received   compensation  for  serving  as  officers  or
consultants of the Company. Each director is reimbursed for expenses incurred in
attending meetings of the board of directors.


                                 Board Practices

The Articles of Association  of Trinity  provide that one third of the directors
in office (other than the Managing  Director or a director  holding an executive
office with  Trinity)  or, if their  number is not three or a multiple of three,
then the number nearest to but not exceeding one third, shall retire from office
at every annual general meeting.  If at any annual general meeting the number of
directors  who are  subject  to  retirement  by  rotation  is  two,  one of such
directors  shall retire and if the number of such directors is one that director
shall retire.  Retiring  directors may offer  themselves  for  re-election.  The
directors to retire at each annual  general  meeting  shall be the directors who
have been longest in office since their last  appointment.  As between directors
of equal  seniority the directors to retire shall,  in the absence of agreement,
be selected from among them by lot.

In accordance with the Articles of Association of the Company, Dr. Denis Burger
retired by rotation and, being eligible, has offered himself for re-election as
a director at the next Annual General Meeting. Furthermore, Mr. Peter Coyne, who
was co-opted to the board during the year and who retires in accordance with the
Articles of Association, has presented himself for re-election as a director at
the next Annual General Meeting.

The board has established audit and remuneration committees. The functions and
membership of the remuneration committee is described above. The audit committee
is responsible to the board for the review of internal controls. It also reviews
the scope

                                       20
<PAGE>


and  results  of the  external  audit and  monitors  the  relationship  with the
external   auditors.   The  audit   committee   comprises  the  two  independent
non-executive  directors of the Company,  Dr. Denis Burger (committee  chairman)
and Mr. Peter Coyne, and Mr. Maurice Hickey, Chief Financial Officer.

No director has a service contract with the Company.


                                    Employees

As of December  31,  2001  Trinity had 332  employees  consisting  of a research
director and 27 research  scientists  and  technicians,  234  manufacturing  and
quality assurance employees, and 70 finance, administration and marketing staff.
Trinity's future hiring levels will depend on the growth of revenues.

The geographic  spread of the Company's  employees was as follows:  178 in Bray,
Co.  Wicklow,  Ireland,  3 in Germany and 86 and 65 in  Jamestown,  New York and
Carlsbad, California respectively.


                                Stock Option Plan

The board of  directors  has adopted the  Employee  Share  Option Plan 2000 (the
"Plan"),  the purpose of which is to provide Trinity's  employees,  consultants,
officers and directors with additional  incentives to improve  Trinity's ability
to attract, retain and motivate individuals upon whom Trinity's sustained growth
and  financial  success  depends.  The Plan is  administered  by a  compensation
committee designated by the board of directors.  The aggregate maximum number of
`A' Ordinary shares of Trinity  available for awards under the Plan is 5,000,000
subject to adjustments to reflect changes in Trinity's  capitalisation.  Options
under  the  Plan may be  awarded  only to  employees,  officers,  directors  and
consultants of Trinity.

The exercise price of options is determined by the compensation  committee.  The
term of an option will be determined  by the  compensation  committee,  provided
that the term may not exceed  seven  years from the date of grant.  All  options
will  terminate 90 days after  termination  of the option  holder's  employment,
service or consultancy with Trinity (or one year after such termination  because
of death or  disability).  Under  certain  circumstances  involving  a change in
control  of  Trinity,  the  committee  may  accelerate  the  exercisability  and
termination  of the  options.  As of April 30,  2002,  4,016,875  of the options
outstanding were held by directors and officers of Trinity.

As of April 30, 2002 the following options were outstanding:

                              Number of `A' Ordinary Shares      Range of
                              Subject to Option                  Exercise Price
                                                                 per Share

Total Options Outstanding       7,361,428                        $0.81-$5.00

In addition, the Company granted warrants to purchase 890,405 Class 'A' Ordinary
Shares at prices  ranging from $1.50 to $2.75 to agents who were involved in the
Company's Private  Placements in 1994, 1995 and 1999 and the debenture issues in
1997 and 1999. A further  warrant to purchase  100,000 Class `A' Ordinary Shares
was  granted to a  consultant  of the  Company.  As of April 30, 2002 there were
warrants  to  purchase   503,525  Class  `A'  Ordinary  Shares  in  the  Company
outstanding.

                                       21
<PAGE>

Item 7                       Major Shareholders and
                           Related Party Transactions

As of April 30, 2002 Trinity has outstanding 39,178,269 `A' Ordinary shares and
700,000 `B' Ordinary shares. Such totals exclude 7,864,953 shares issuable upon
the exercise of outstanding options and warrants.

The following  table sets forth,  as of April 30, 2002, the Trinity `A' Ordinary
Shares and `B'  Ordinary  Shares  beneficially  held by (i) each person known by
Trinity to beneficially  hold 5% or more of such shares,  (ii) each director and
officer of Trinity,  and (iii) all officers and directors as a group.  Except as
otherwise  noted, all of the persons and groups shown below have sole voting and
investment  power  with  respect  to the shares  indicated.  The  Company is not
controlled by another corporation or government.

<TABLE>
<CAPTION>
                                   Number of                                  Number of
                                  A Ordinary                Percentage       B Ordinary        Percentage    Percentage
                                      Shares               Outstanding           Shares       Outstanding         Total
                                Beneficially                A Ordinary     Beneficially        B Ordinary        Voting
                                       Owned                    Shares            Owned            Shares         Power
                                       -----                    ------            -----            ------         -----
<S>                                <C>                          <C>            <C>                 <C>           <C>
Ronan O'Caoimh                     1,882,766 (1)                4.6%                 0              0             4.4%

Brendan Farrell                    1,218,711 (2)                3.0%                 0              0             2.9%

Maurice Hickey                             0 (3)                0%                   0              0             0%

Jim Walsh                          1,099,616 (4)                2.7%                 0              0             2.6%

Denis R. Burger                      678,334 (5)                1.7%                 0              0             1.6%

Peter Coyne                                0 (6)                0%                   0              0             0

Potenza Investments, Inc                   0                    0              500,000 (7)         71.4%          2.4%
("Potenza")
Statenhof Building, Reaal 2A
23 50AA Leiderdorp, Netherlands

Officers and Directors
as a group (6 persons)             4,879,427(1)(2)(3)(4)(5)(6) 11.9%                 0              0            11.5%
</TABLE>

(1)  Includes 512,111 shares issuable upon exercise of options.

(2)  Includes 711,876 shares issuable upon exercise of options.

(3)  None of options presently held vest

(4)  Includes 380,001 shares issuable upon exercise of options.

(5)  Includes  50,000  of  100,000  owned  by  Sovereign  Ventures,   a  general
     partnership  owned 50% by Denis  Burger  which are  included  in the shares
     deemed owned by Dr. Burger,  and 287,334  shares  issuable upon exercise of
     options.

(6)  None of options presently held vest

(7)  Includes  shares  beneficially  owned by SRL  (350,000  'B')  and  Brindisi
     Investments Inc. (150,000 'B'). SRL has advised Trinity that Potenza owns a
     majority of SRL's common stock. These `B' shares have two votes per share.

                                       22
<PAGE>

                           Related Party Transactions

The Company has entered into various  arrangements with JRJ Investments ("JRJ"),
a partnership owned by Mr. O'Caoimh and Dr. Walsh,  directors of the Company, to
provide for current and  potential  future  needs to extend its  premises at IDA
Business Park, Bray, Co. Wicklow, Ireland. It has entered into an agreement with
JRJ pursuant to which the Company has taken a lease of premises  adjacent to the
existing facility for a term of 20 years at a rent of (euro)7.62 per square foot
("the Current  Extension").  The lease commenced on the newly  completed  25,000
square foot  building in July 2000.  The Company also  envisages  that a further
premises may  potentially  be required by it and, for that purpose,  has entered
into a four years eleven  month lease at  (euro)28,568  per annum over  adjacent
lands  with JRJ.  The  Company  has  further  entered  into an  option  with JRJ
exercisable for the next two years under which it may require JRJ to construct a
further  premises,  as may be specified by the Company,  on such lands.  If this
option is  exercised,  the  Company  will be obliged to take a 20 year lease (on
terms similar to that for the Current  Extension) in respect of such  additional
premises.  Independent  valuers  have advised the Company that the rent fixed in
respect of the Current Extension and the adjacent lands represents a fair market
rent. The rent for any future property  constructed will be set at the then open
market value.  The Company and its directors  (excepting Mr.  O'Caoimh,  and Dr.
Walsh who  express no  opinion  on this  point)  believe  that the  arrangements
entered into represent the most  favourable  basis on which the Company can meet
its ongoing requirements for premises.


Item 8                         Financial Statements

                                Legal Proceedings

Dispute Regarding the Acquisition from Selfcare Inc.

In September 1998 Trinity acquired  substantially all of the assets of Cambridge
Diagnostics  Ireland  Limited  ("CDIL")  and the  technical  know-how of certain
products  from  Selfcare  Inc.  and  Cambridge  Biotech  Corporation  ("CBC") (a
subsidiary of bioMerieux).  A manufacturing and distribution agreement was drawn
up enabling Trinity to benefit from a HIV 2 licence originally granted to CBC by
Sanofi Diagnostic Pasteur Inc. ("Pasteur") in exchange for a royalty of 6%.

After  learning  of the  acquisition  of CDIL's  assets by  Trinity,  bioMerieux
informed Selfcare Inc. and Trinity that in bioMerieux's view the transaction was
unauthorised  and that the  licence  rights  granted  to Trinity  were  invalid.
bioMerieux  further  stated that it was concerned  that Pasteur could revoke the
HIV  2  licence  granted  to  CBC  as a  result  of  the  Trinity/Selfcare  Inc.
transaction. Management of Trinity believed that it properly acquired the assets
of CDIL and was entitled to operate the business  activities  formerly conducted
by CDIL under the HIV 2 licence extended to Cambridge Affiliate  Corporation,  a
company 49% owned by Selfcare Inc. and 51% owned by CBC.

In January, 1999 bioMerieux,  acting through CBC, sued Trinity and Selfcare Inc.
in a US State  Court  seeking a Motion  for  Preliminary  Injunction  to prevent
Trinity from selling any products formerly manufactured and distributed by CDIL.
The Court denied bioMerieux's motion and the case proceeded in court.

The parties  reached a settlement of all claims in November 2001, and filed with
the court a Judgement by Consent, which the court thereafter approved. Under the
Judgement by Consent,  judgement entered against Selfcare and CDIL in the amount
of US$500,000 and against  Trinity in the amount of US$50,000.  The parties also
entered into a Sharing and Partial Indemnification  Agreement,  whereby Selfcare
and CDIL  agreed to bear  additional  costs of up to  US$1,125,000,  and Trinity
agreed  to bear  additional  costs  of up to  US$75,000  in the  event  that CBC
incurred  additional  liability or losses as a result of the  transactions  that
were the subject of the law suit.

In conjunction with this global settlement,  Trinity and Selfcare entered into a
settlement between  themselves,  whereby Selfcare paid Trinity  US$1,500,000 and
Trinity (i) conveyed to Selfcare  its rights in an HIV I/II RTD product  licence
and (ii)  agreed to  supply  certain  antigens  at cost for a  ten-year  period,
pursuant to an Antigen Supply Agreement.

                                       23
<PAGE>

Item 9                         The Offer and Listing

Trinity's American  Depository  Receipts ("ADRs") are listed on the Nasdaq Small
Cap Market  under the  symbol  "TRIB".  The  Company's  Class B Warrant  (symbol
"TRIZF"),  expired on February 28, 1999.  Each ADR  represents  one `A' Ordinary
Share of the Company.  The  Company's  `A'  Ordinary  Shares are also listed and
trade on the Irish Stock Exchange. The Company's depository bank for the ADRs is
The Bank of New York. On April 30, 2002, the reported  closing sale price of the
ADRs was US$1.51  per ADR.  The  following  tables set forth the range of quoted
high and low sale  prices of  Trinity's  ADR,  and Class B Warrants  for (a) the
years ended December 31, 1997, 1998, 1999, 2000 and 2001; (b) the quarters ended
March 31,  June 30,  September  30 and  December  31,  2000;  March 31, June 30,
September 30 and December 31, 2001,  and the quarter  ended March 31, 2002;  and
(c) the months of November and December 2001, and January,  February,  March and
April 2002 as reported  on NASDAQ.  These  quotes  reflect  inter-dealer  prices
without  retail  mark-up,  mark-down  or  commission  and  may  not  necessarily
represent actual transactions.

                                  ADRs                        Class B
                            High         Low               High       Low
Year Ended December 31
1997                       $3 5/16      $1 1/4           $1 1/4     $ 1/2
1998                       $2 9/16      $  15/36         $  5/8     $ 9/32
1999                       $2 15/32     $1 5/32          $  1/8     $ 1/32
2000                       $7 19/32     $1 11/16
2001                       $3 7/32      $  31/32


                                             ADRs
                                       High         Low
2000
Quarter ended March 31                $7 19/32     $1 11/16

Quarter ended June 30                 $4 1/2       $2 1/2

Quarter ended September 30            $3 7/8       $2 15/32

Quarter ended December 31             $3 11/16     $2 1/32


2001
Quarter ended March 31                $3 7/32      $2

Quarter ended June 30                 $2 1/2       $1 2/3

Quarter ended September 30            $1 29/32     $3 1/32

Quarter ended December 31             $1 27/32     $1 1/5


2002
Quarter ended March 31                $1 7/8       $1 13/32


Month Ended
November 30, 2001                     $1 17/32     $1 15/32
December 31, 2001                     $1 9/16      $1 15/32
January 31, 2002                      $1 7/8       $1 1/2
February 28, 2002                     $1 25/32     $1 7/16
March 31, 2002                        $1 11/16     $1 13/32
April 30, 2002                        $1 5/8       $1 5/16

                                       24
<PAGE>
The  approximate  number of record  holders of Trinity's  ADRs amounts to 1,700,
inclusive of those  brokerage  firms and/or  clearing  houses holding  Trinity's
securities for their  clientele  (with each such brokerage house and/or clearing
house being considered as one holder).


Item 10                          Memorandum and
                             Articles of Association

Objects
The Company's  objects,  detailed in Clause 3 of its Memorandum of  Association,
are varied and wide ranging and include principally researching,  manufacturing,
buying, selling and distributing all kinds of patents, pharmaceutical, medicinal
and diagnostic preparations, equipment, drugs and accessories. They also include
the power to acquire shares or other  interests or securities in other companies
or  businesses  and to exercise all rights in relation  thereto.  The  Company's
registered number in Ireland is 183476.

Powers and Duties of Directors
A director  may enter into a  contract  and be  interested  in any  contract  or
proposed contract with the Company either as vendor,  purchaser or otherwise and
shall not be liable to account  for any profit made by him  resulting  therefrom
provided  that he has  first  disclosed  the  nature of his  interest  in such a
contract  at a meeting  of the board as  required  by  Section  194 of the Irish
Companies  Act 1963.  Generally,  a  director  must not vote in  respect  of any
contract or  arrangement  or any  proposal  in which he has a material  interest
(otherwise  than by virtue of his  holding  of  shares  or  debentures  or other
securities  in or through the  Company).  In addition,  a director  shall not be
counted in the quorum at a meeting in relation to any  resolution  from which he
is barred from voting.

A  director  is  entitled  to vote and be  counted  in the  quorum in respect of
certain  arrangements  in which he is  interested  (in the absence of some other
material  interest).  These include the giving of a security or indemnity to him
in respect of money lent or  obligations  incurred by him for the  Company,  the
giving of any  security  or  indemnity  to a third party in respect of a debt or
obligation of the Company for which he has assumed responsibility,  any proposal
concerning an offer of shares or other  securities in which he may be interested
as a  participant  in the  underwriting  or  sub-underwriting  and any  proposal
concerning  any other company in which he is  interested  provided he is not the
holder of or  beneficially  interested in 1% or more of the issued shares of any
class of share capital of such company or of voting rights.

The Board may  exercise  all the powers of the Company to borrow money but it is
obliged  to  restrict  these  borrowings  to ensure  that the  aggregate  amount
outstanding of all monies borrowed by the Company does not, without the previous
sanction of an ordinary resolution of the Company, exceed an amount equal to two
times the adjusted  capital and reserves  (both terms as defined in the Articles
of  Association).  However,  no lender or other person  dealing with the Company
shall be obliged to see or to inquire  whether the limit imposed is observed and
no debt incurred in excess of such limit will be invalid or  ineffectual  unless
the lender has  express  notice at the time when the debt is  incurred  that the
limit was or was to be exceeded.

Directors  are not required to retire upon reaching any specific age and are not
required to hold any shares in the capital of the Company.  The Articles provide
for retirement of the Directors by rotation.

All of the above mentioned powers of directors may be varied by way of a special
resolution of the shareholders.

Rights, Preferences and Restrictions Attaching to Shares
The `A'  Ordinary  Shares  and the `B'  Ordinary  Shares  rank pari passu in all
respects  save  that the `B'  Ordinary  Shares  have two votes per share and the
right to receive  dividends and participate in the distribution of the assets of
the Company  upon  liquidation  or winding up at a rate of twice that of the `A'
Ordinary Shares.

Where a  shareholder  or person who appears to be  interested in shares fails to
comply  with a request  for  information  from the  Company in  relation  to the
capacity in which such shares or interest are held, who is interested in them or
whether there are any voting  arrangements,  that  shareholder  or person may be
disenfranchised  and thereby  restricted from transferring the shares and voting
or receiving any sums in respect  thereof (except in the case of a liquidation).
In  addition,  if  cheques in  respect  of the last  three  dividends  paid to a
shareholder  remain  uncashed,  the Company is,  subject to compliance  with the
procedure set out in the Articles of Association, entitled to sell the shares of
that shareholder.

                                       25
<PAGE>

At a general meeting,  on a show of hands, every member who is present in person
or by proxy and  entitled  to vote  shall  have one vote (so,  however,  that no
individual  shall have more than one vote) and upon a poll, every member present
in person or by proxy shall have one vote for every share carrying voting rights
of which he is the holder. In the case of joint holders,  the vote of the senior
(being the first person named in the register of members in respect of the joint
holding) who tendered a vote,  whether in person or by proxy,  shall be accepted
to the exclusion of votes of the other joint holders.

One third of the directors other than an executive  director or, if their number
is not  three or a  multiple  of  three,  then  the  number  nearest  to but not
exceeding one third,  shall retire from office at each annual  general  meeting.
If, however,  the number of directors  subject to retirement by rotation is two,
one of such  directors  shall retire.  If the number is one, that director shall
retire. The directors to retire at each annual general meeting shall be the ones
who have been longest in office since their last  appointment.  Where  directors
are of equal  seniority,  the  directors  to retire  shall,  in the  absence  of
agreement,  be  selected  by lot.  A retiring  director  shall be  eligible  for
re-appointment  and shall act as  director  throughout  the  meeting at which he
retires.  A separate motion must be put to a meeting in respect of each director
to be  appointed  unless  the  meeting  itself  has first  agreed  that a single
resolution is acceptable without any vote being given against it.

The Company may,  subject to the provisions of the Companies  Acts, 1963 to 2001
of  Ireland,  issue any share on the terms  that it is, or at the  option of the
Company is to be liable,  to be redeemed on such terms and in such manner as the
Company may determine by special resolution. Before recommending a dividend, the
directors  may reserve out of the profits of the Company such sums as they think
proper  which  shall be  applicable  for any purpose to which the profits of the
Company may properly be applied and,  pending  such  application,  may be either
employed in the  business  of the  Company or be  invested  in such  investments
(other than  shares of the  Company or of its  holding  company (if any)) as the
directors may from time to time think fit.

Subject to any conditions of allotment, the directors may from time to time make
calls on members in respect of monies unpaid on their  shares.  At least 14 days
notice  must be given of each call.  A call shall be deemed to have been made at
the time when the directors resolve to authorise such call.

The Articles do not contain any provisions  discriminating  against any existing
or  prospective  holder of securities as a result of such  shareholder  owning a
substantial number of shares.

Action Necessary to Change the Rights of Shareholders
In order to  change  the  rights  attaching  to any class of  shares,  a special
resolution  passed at a class meeting of the holders of such shares is required.
The  provisions  in relation to general  meetings  apply to such class  meetings
except the quorum shall be two persons holding or representing by proxy at least
one third in nominal amount of the issued shares of that class. In addition,  in
order to amend any  provisions  of the  Articles of  Association  in relation to
rights attaching to shares, a special  resolution of the shareholders as a whole
is required.

Calling of AGM's and EGM's of Shareholders
The Company must hold a general meeting as its annual general meeting each year.
Not more than 15 months can elapse between annual general  meetings.  The annual
general meetings are held at such time and place as the directors  determine and
all other general  meetings are called  extraordinary  general  meetings.  Every
general  meeting shall be held in Ireland unless all of the members  entitled to
attend  and vote at it  consent  in  writing  to it being  held  elsewhere  or a
resolution  providing  that it be held  elsewhere  was passed at the  preceeding
Annual  General  Meeting.  The directors  may at any time call an  extraordinary
general meeting and such meetings may also be convened on such  requisition,  or
in default may be convened by such requisitions, as is provided by the Companies
Acts,  1963 to 2001 of Ireland.  In the case of an annual  general  meeting or a
meeting at which a special  resolution is proposed,  21 clear days notice of the
meeting is required and in any other case it is 7 clear days notice. Notice must
be given in  writing  to all  members  and to the  auditors  and must  state the
details specified in the Articles of Association.  A general meeting (other than
one at which a special  resolution  is to be proposed)  may be called on shorter
notice  subject to the  agreement of the  auditors  and all members  entitled to
attend and vote at it. In certain circumstances  provided in the Companies Acts,
1963 to 2001 of Ireland, extended notice is required. These include removal of a
director.  No business may be transacted at a general meeting unless a quorum is
present.  Five  members  present in person or by proxy (not being less than five
individuals)  representing  not less than 40% of the ordinary  shares shall be a
quorum.  The  Company is not  obliged to serve  notices  upon  members  who have
addresses  outside Ireland and the USA but otherwise there are no limitations in
the  Articles  of  Association  or under  Irish law  restricting  the  rights of
non-resident  or foreign  shareholders  to hold or exercise voting rights on the
shares in the Company.

                                       26
<PAGE>
However,  the Financial  Transfers  Act, 1992 and  regulations  made  thereunder
prevent transfers of capital or payments between Ireland and certain  countries.
These restrictions on financial transfers are more comprehensively  described in
"Exchange  Controls" below. In addition,  Irish competition law may restrict the
acquisition  by a party of shares in the  Company but this does not apply on the
basis of nationality or residence.

Other Provisions of the Memorandum and Articles of Association
The Memorandum and Articles of Association do not contain any provisions:
     -    which would have an effect of  delaying,  deferring  or  preventing  a
          change in control of the  Company and which  would  operate  only with
          respect to a merger,  acquisition or corporate restructuring involving
          the Company (or any of its subsidiaries); or
     -    governing the ownership threshold above which a shareholder  ownership
          must be disclosed; or
     -    imposing  conditions  governing  changes in the capital which are more
          stringent than is required by Irish law.

The Company  incorporates  by reference  all other  information  concerning  its
Memorandum and Articles of Association from the  Registration  Statement on Form
F-1 on June 12, 1992.


                               Material Contracts

See Item 4 "History and Development of the Company" regarding  acquisitions made
by the Company.

                     Exchange Controls And Other Limitations
                           Affecting Security Holders

Irish exchange control  regulations  ceased to apply from and after December 31,
1992.  Except as indicated below,  there are no restrictions on non-residents of
the Republic of Ireland dealing in domestic  securities which includes shares or
depository  receipts  of Irish  companies  such as  Trinity  and  dividends  and
redemption  proceeds are freely  transferable  to  non-resident  holders of such
securities.

The Financial  Transfers Act, 1992 was enacted in December 1992.  This Act gives
power to the  Minister of Finance of the  Republic of Ireland to make  provision
for the restriction of financial  transfers  between the Republic of Ireland and
other  countries.  Financial  transfers  are  broadly  defined  and  include all
transfers,  which would be movements of funds within the meaning of the treaties
governing  the  European  Communities.  The  acquisition  or  disposal  of  ADRs
representing  shares  issued by an Irish  incorporated  company  and  associated
payments may fall within this definition. In addition,  dividends or payments on
redemption  or purchase  of shares and  payments  on a  liquidation  of an Irish
incorporated company would fall within this definition.  Currently, orders under
this Act prohibit any  financial  transfer to or by the order of or on behalf of
residents of the Federal Republic of Yugoslavia (Serbia and Montenegro), Angola,
Iraq and Libya unless  permission for the transfer has been given by the Central
Bank of Ireland. In addition to these prohibitions on financial transfers, there
are also a number of  Ministerial  Orders  prohibiting  the  supply  of  certain
products and services to a number of states. Presently, these restrictions apply
to Angola and the Federal Republic of Yugoslavia.

Trinity does not  anticipate  that Irish  exchange  controls or orders under the
Financial Transfers Act, 1992 will have a material effect on its business.

                                    Taxation

The  following  discussion  is  based on US and  Republic  of  Ireland  tax law,
statutes,  treaties,  regulations,  rulings and decisions now in effect,  all of
which are subject to change.  This summary does not discuss all aspects of Irish
and US federal income taxation that may be relevant to a particular  stockholder
in light of the  stockholder's  circumstances  or to certain  types of investors
subject  to  special  treatment  under  the tax  laws  (for  example,  financial
institutions,  life insurance companies,  tax-exempt  organisations,  and non-US
taxpayers) and it does not discuss any tax  consequences  arising under the laws
of taxing  jurisdictions  other than the  Republic of Ireland and the US federal
government. This description is for general information only and is based on the
Internal  Revenue  Code of 1986,  as amended.  The tax  treatment of a holder of
Trinity ADRs and/or `A'

                                       27
<PAGE>
Ordinary Shares ("Trinity  Stock") may vary depending upon his or her particular
situation.  Holders or  prospective  purchasers  of Trinity Stock are advised to
consult their own tax advisors as to the Irish or other tax  consequences of the
purchase, ownership and disposition of this stock.

United States Federal Income Taxation
Under the Income Tax Treaty currently in effect between the USA and Ireland (the
"Treaty"),  Trinity  will not be subject to US  federal  income tax (other  than
withholding tax imposed on US source  dividends and certain  interest) unless it
engages in a trade or business in the USA through a permanent  establishment  in
the USA.  Trinity's  ownership  of its US  subsidiaries  does  not,  in  itself,
constitute a permanent establishment.

Trinity  expects to be able to conduct its  activities in a manner that will not
result in it being  considered to be engaged in a trade or business or to have a
permanent  establishment in the USA for US federal income tax purposes.  The law
is unclear, however, as to what constitutes being engaged in a trade or business
or a US permanent establishment,  so there can be no assurance that Trinity will
not be held to be in a trade or business or to have a US permanent establishment
(in which case Trinity  would  generally be subject to US federal  income tax on
such  of  its  net  income  as  is   effectively   connected  to  the  permanent
establishment). Trinity's US subsidiaries, as US corporations, are subject to US
taxation.

Federal Income Tax Consequences to US Investors
Holders of ADRs will be treated as the owners of the  underlying  Trinity  Stock
for US federal  income tax purposes.  Distributions  to ADR holders from Trinity
will be treated for US tax  purposes  as  dividends  to the extent of  Trinity's
current and accumulated earnings and profits. Distributions in excess of current
and  accumulated  earnings  and  profits  will be applied  against  and reduce a
holder's basis in its ADRs. The excess,  if any, of the  distribution  remaining
after the basis has been reduced to zero will constitute capital gain.

Dividends paid by Trinity generally will not qualify for the dividends  received
deduction otherwise available to US corporate shareholders.

State and Local Tax Consequences to US Shareholders
The ownership of the ADRs may result in state or local taxes to US investors.

Republic of Ireland Taxation
----------------------------

Taxation of Trinity
For Irish tax purposes,  the residence of a company is in the jurisdiction where
the central management and control of the company is located. Subject to certain
exceptions,  all Irish  incorporated  companies are deemed to be tax resident in
Ireland.  Companies  which are tax  resident  in  Ireland  are  subject to Irish
corporation tax on their total profits (wherever arising and, generally, whether
or not remitted to Ireland). The question of residence,  by virtue of management
and control,  is essentially  one of fact.  While there can be no certainty that
Trinity  will  continue  to be Irish  resident it is the  present  intention  of
Trinity's  management to manage and control the business  from Ireland,  so that
Trinity will be tax resident in Ireland.

Until  December  31,  2010,  Trinity  is  entitled  to the 10 per cent.  rate of
corporation tax from the sale of product manufactured by Trinity in Ireland.

In addition,  section 234 of the Taxes  Consolidation  Act, 1997 provides that a
resident  of Ireland  shall be  entitled  to have any  qualifying  income from a
qualifying patent disregarded for income taxation  purposes.  It should be noted
that there are  restrictions  on the  exemption  where patent income is received
from a connected  party. A qualifying  patent means a patent in respect of which
the research, planning, processing, experimenting, testing, devising, designing,
developing or similar  activities  leading to the invention which is the subject
of  the  patent,  was  carried  out  in  Ireland.  Accordingly,  Trinity  or its
subsidiaries'  qualifying income from such qualifying patents is disregarded for
corporation tax purposes in Ireland.

Any other taxable income will be taxed at the standard rates.  The standard rate
of  corporation  tax  on  trading  income  is  currently  16  per  cent.  and on
non-trading  income is 25 per cent.  The Finance  Act,  1999  provides  that the
standard rate of corporation tax for trading income (with certain exceptions) is
to be reduced to 12.5 per cent. for the year 2003 and subsequent years.

Although  Trinity has no reason to believe that the Republic of Ireland  intends
to change its method of  taxation  as it relates to patent  licensing,  royalty,
trading or  manufacturing  income,  there can be no assurance  that such changes
will not actually occur.

                                       28
<PAGE>

Irish  capital  duty, a tax on the issuance of share  capital by  companies,  is
payable at the rate of one  percent of proceeds  received  in exchange  for such
issuance.

Taxation of Dividends
The board of  directors  does not expect to pay  dividends  for the  foreseeable
future. Should Trinity begin paying dividends,  such dividends will generally be
subject to a 20 per cent.  withholding  tax (DWT).  Under  current  legislation,
where DWT applies Trinity will be responsible for withholding it at source.  DWT
will not apply where an  exemption  applies and where  Trinity has  received all
necessary documentation from the recipient prior to payment of the dividend.

DWT Exemptions for US Resident Shareholders
Shareholders  who  are  individuals  resident  in the  USA  (and  certain  other
countries)  and who are not  resident  or  ordinarily  resident  in Ireland  may
receive  dividends  free of DWT where the  shareholder  has provided the Company
with the relevant declaration and residency certificate required by legislation.

Corporate  shareholders  that are not resident in Ireland and who are ultimately
controlled  by persons  resident  in the USA (or  certain  other  countries)  or
corporate  holders of ordinary shares resident in a relevant  territory (being a
country with which  Ireland has a double tax treaty,  which  includes the United
States, or in a member state of the European Union other than Ireland) which are
not controlled by Irish  residents or whose  principal class of shares or its 75
per cent.  parent's  principal  class of shares are  substantially  or regularly
traded on a recognized  stock exchange in a country with which Ireland has a tax
treaty,  may receive  dividends free of DWT where they provide  Trinity with the
relevant  declaration,  auditor's  certificate and Irish Revenue  Commissioners'
certificate as required by Irish law.

US  resident  holders of ordinary  shares (as opposed to ADRs)  should note that
these  documentation  requirements may be burdensome.  As described below, these
documentation  requirements  do not  apply in the case of  holders  of ADRs.  US
resident  holders  who do not  comply  with the  documentation  requirements  or
otherwise do not qualify for an exemption  may be able to claim treaty  benefits
under the Treaty.  US resident  holders who are  entitled to benefits  under the
Treaty  will be able to claim a partial  refund  of DWT from the  Irish  Revenue
Commissioners.

DWT Exemptions for US Resident Holders of ADRs
Special DWT arrangements are available in the case of shares held by US resident
holders in Irish  companies  through  American  depository  banks using ADRs who
enter into intermediary  agreements with the Irish Revenue Commissioners.  Under
such  agreements,  American  depository  banks who receive  dividends from Irish
companies and pay the dividends on to the US resident ADR holders are allowed to
receive and pass on a dividend from the Irish company on a gross basis  (without
any withholding) if;
o    the depository  bank's ADR register shows that the direct  beneficial owner
     has a US address on the register or
o    there is an  intermediary  between the  depository  bank and the beneficial
     shareholder  and  the  depository  bank  receives   confirmation  from  the
     intermediary   that   the   beneficial   shareholder's   address   in   the
     intermediary's records is in the USA.

Irish Income Tax for Non-Irish Resident Shareholders
Under the Taxes  Consolidation  Act, 1997,  non-Irish  shareholders  may, unless
exempted, be liable to Irish income tax on dividends received from Trinity. Such
a  shareholder  will not have an Irish income tax  liability on dividends if the
shareholder is:
o    an individual  resident in the USA (or certain other  countries  with which
     Ireland  has a double  taxation  treaty)  and who is neither  resident  nor
     ordinarily resident in Ireland; or
o    a  corporation  that is not  resident  in Ireland  and which is  ultimately
     controlled by persons resident in the USA (or certain other countries); or
o    a corporation  that is not resident in Ireland and whose principal class of
     shares  (or its 75 per  cent.  parent's  principal  class  of  shares)  are
     substantially or regularly traded on a recognized stock exchange; or
o    is otherwise entitled to an exemption from DWT.

Irish Income Tax for Irish Resident Shareholders
As explained in "Taxation of Dividends"  above, DWT applies with some exceptions
to  dividends  which  Trinity  pays  to   shareholders,   including   individual
shareholders  resident  or  ordinarily  resident in  Ireland.  Irish  individual
shareholders are

                                       29
<PAGE>
subject to income tax on the gross dividend, which is the dividend received plus
DWT,  at their  marginal  rate of tax but are  entitled  to a credit for the DWT
deducted against their income tax liability.  Irish individual  shareholders may
also be  subject  to the Irish  health  levy of 2 per cent.  in  respect of this
dividend income.  Irish  individual  shareholders may claim to have the withheld
tax  refunded  by the Irish tax  authorities  to the extent  that it exceeds the
shareholder's Irish income tax liability.

DWT does not  apply to  dividends  paid to  various  Irish  resident  companies,
pension funds and charities where the shareholder has provided  Trinity with the
relevant  declaration  required  by Irish law.  Pursuant  to section 129 TCA1997
Irish  resident  companies  are not subject to  corporation  tax on dividends or
distributions received from other Irish resident companies.

Irish Taxation of Capital Gains
A person who is not an Irish holder will not be subject to Irish  capital  gains
tax on the disposal of ordinary shares or ADRs provided that the ordinary shares
or ADRs are  quoted on a  recognized  stock  exchange.  Nasdaq  and the ISEQ are
recognized stock exchanges.

Irish  capital  gains tax is  chargeable  at the rate of 20 per cent. of taxable
capital gains.

Irish  holders  will be liable  to Irish tax on  capital  gains  arising  on the
disposal of the  ordinary  shares or ADRs.  The capital  gain will  generally be
calculated  by reference to the  difference  between the purchase  price and the
sale price of the ordinary shares or ADRs. The usual indexation relief and other
reliefs and  allowances  may be  available  in  computing  the  liability of the
shareholder.


Irish Capital Acquisitions Tax
A gift or  inheritance  of ordinary  shares or ADRs will be within the charge to
capital   acquisitions   tax,   regardless   of  where  the   disponer   or  the
donee/successor in relation to the  gift/inheritance  is domiciled,  resident or
ordinarily resident. The capital acquisitions tax is charged at a rate of 20% on
the taxable value of the gift or inheritance  above a tax-free  threshold.  This
tax-free  threshold is  determined  by the amount of the current  benefit and of
previous  benefits  within the charge to the  capital  acquisitions  tax and the
relationship between the former holder and the successor. Gifts and inheritances
between spouses are not subject to the capital acquisitions tax.

The Estate Tax  Convention  between  Ireland  and the  United  States  generally
provides for Irish capital  acquisitions  tax paid on inheritances in Ireland to
be credited,  in whole or in part,  against tax payable in the United States, in
the case  where an  inheritance  of  ordinary  shares or ADRs is subject to both
Irish  capital  acquisitions  tax and US  federal  estate  tax.  The  Estate Tax
Convention does not apply to Irish capital acquisitions tax paid on gifts.

Irish Stamp Duty--Ordinary Shares
Irish stamp  duty,  which is a tax on certain  documents,  may be payable on all
transfers of Trinity ordinary shares (other than between  spouses)  wherever the
document of transfer is executed.  Where the transfer is attributable to a sale,
stamp duty will be charged at a rate of 1 per cent,  rounded down to the nearest
(euro)1 (the ad valorem  rate),  of the amount or value of the purchase price or
market value if higher.  Where the  consideration for the sale is expressed in a
currency  other  than  Euro,  the duty will be  charged  on the Euro  equivalent
calculated at the rate of exchange  prevailing  at the date of the transfer.  In
the case of a transfer by way of gift (other than to a spouse,  which is exempt)
or for a  consideration  less  than  the  market  value of the  ordinary  shares
transferred,  stamp duty will be charged at the ad valorem  rate on such  market
value.

Transfers of ordinary shares between associated  companies will be relieved from
stamp duty in Ireland provided certain conditions are met. Transfers of ordinary
shares  where no  beneficial  interest  passes (e.g. a transfer of shares from a
beneficial  owner to his nominee),  will  generally be exempt from stamp duty if
they contain the appropriate  certificate,  otherwise a flat rate of (euro)12.50
(the nominal rate) will apply.

Irish Stamp Duty--ADRs Representing Ordinary Shares
A transfer by a shareholder  to the  Depository  of ordinary  shares for deposit
under the  Deposit  Agreement  in return for ADRs,  and a transfer  of  ordinary
shares from the Depository upon surrender of ADRs for the purposes of withdrawal
of the underlying  ordinary  shares in accordance  with the terms of the Deposit
Agreement, will be stampable at the ad valorem rate if the transfer relates to a
sale or  contemplated  sale or any other change in the  beneficial  ownership of
such ordinary shares,  and at the nominal rate where the transfer merely relates
to a transfer  where no change in the  beneficial  ownership  in the  underlying
ordinary shares is effected.

                                       30
<PAGE>
Transfers  of ADRs are  exempt  from  Irish  stamp  duty as long as the ADRs are
quoted on the Nasdaq National Market or any recognized stock exchange in the USA
or Canada.

The person  accountable  for payment of stamp duty is the  transferee or, in the
case of a transfer  by way of gift or for a  consideration  less than the market
value,  both parties to the transfer.  Stamp duty is normally  payable within 30
days after the date of execution of the transfer.  Late or inadequate payment of
stamp duty will result in liability for interest, penalties and fines.

                                 Dividend Policy

Since its  inception  Trinity  has not  declared  or paid  dividends  on its `A'
Ordinary Shares.  Trinity anticipates,  for the foreseeable future, that it will
retain any  future  earnings  in order to fund the  business  operations  of the
Company.  The Company does not,  therefore,  anticipate paying any cash or share
dividends on its `A' Ordinary Shares in the foreseeable future.

Any cash dividends or other  distributions,  if made, are expected to be made in
US Dollars, as provided for by the Articles of Association.

Item 11     Qualitative and Quantitative Disclosures About Market Risk

Qualitative information about Market Risk

The Company's  treasury policy is to manage  financial risks arising in relation
to or as a result of underlying  business needs.  The activities of the treasury
function,  which  does  not  operate  as a profit  centre,  are  carried  out in
accordance with board approved policies and are subject to regular audit.  These
activities  include the Company making use of spot and forward foreign  exchange
markets and forward interest rate agreements.

Trinity uses a range of financial instruments  (including cash, bank borrowings,
convertible  debentures  and  finance  leases)  to fund  its  operations.  These
instruments are used to manage the liquidity of the Company in a cost effective,
low-risk manner.  Working capital  management is a key additional element in the
effective  management  of  overall  liquidity.  The  Company  does not  trade in
financial instruments or derivatives.

The main risks arising from the utilisation of these  financial  instruments are
interest rate risk, liquidity risk and foreign exchange risk.

The Company's reported net income, net assets and gearing (net debt expressed as
a percentage of  shareholders'  equity) are all affected by movements in foreign
exchange rates.

The Group  borrows in  appropriate  currencies  at floating  rates of  interest.
Year-end borrowings,  net of cash, totalled US$4,375,840 (2000: US$1,660,595) at
interest rates ranging from 4.52% to 7.50% and including  US$1,309,607  of fixed
rate debt at interest  rates  ranging  from 5% to 7.50% (2000:  US$1,625,000  at
7.50%). In broad terms, a one-percentage  point increase in interest rates would
increase the net interest charge by US$81,000.

Long-term  borrowing  requirements  are met by funding  in the USA and  Ireland.
Short-term  borrowing  requirements  are primarily  drawn under  committed  bank
facilities. At the year-end, 38% of gross debt fell due for repayment within one
year. The Company continues to comply with all of its borrowing covenants,  none
of which  represents  a  restriction  on  funding  or  investment  policy in the
foreseeable future.

The vast bulk of the  Company's  activities  are  conducted  in US Dollars.  The
primary foreign exchange risk arises from the fluctuating value of the Company's
Euro  expenses as a result of the movement in the  exchange  rate between the US
Dollar  and the Euro.  Arising  from  this,  the  Company  pursues a  formalised
treasury  policy which aims to sell US Dollars  forward to match  uncovered Euro
expenses  at  exchange  rates  lower  than  budgeted  exchange  rates.  With  an
increasing level of Euro denominated  sales, the Company  anticipates that, over
the next three years, a higher  proportion of its non-US Dollar expenses will be
matched by non-US Dollar revenues.

                                       31
<PAGE>

Quantitative information about Market Risk

Interest rate sensitivity

The Company  monitors its exposure to changes in interest and exchange  rates by
estimating the impact of possible  changes on reported profit before tax and net
worth.  The  Company  accepts  interest  rate and  currency  risk as part of the
overall  risks of  operating in  different  economies  and seeks to manage these
risks by following the policies set above.

The Company  estimates that the maximum effect of a rise of one percentage point
in one of the principal interest rates to which the Company is exposed,  without
making any allowance for the potential  impact of such a rise on exchange rates,
would be a reduction in profit before tax for 2001 of less than five per cent.

The table below provides  information  about the Company's debt obligations that
are sensitive to changes in interest rates. For long-term debt obligations,  the
table presents  principal cash flows and related weighted average interest rates
by expected  maturity dates.  Weighted average variable rates are based on rates
set at the balance sheet date. The information is presented in US Dollars, which
is the Company's  reporting  currency.  The actual currencies of the instruments
are as indicated.

<TABLE>
<CAPTION>
Maturity                                                                                After                 Fair
before December 31                2002       2003       2004       2005       2006       2006      Total     Value*
-------------------------------------------------------------------------------------------------------------------
US$000  (except percentages)
<S>                              <C>        <C>        <C>        <C>         <C>         <C>       <C>        <C>
Long-term debt
Variable rate - US$000           2,601      1,696      1,405      1,377       1,209         60      8,348      8,348
  Average interest rate           5.1%       5.5%         5%         5%          5%       4.8%       5.1%

Fixed rate - US$000              1,030         57         45         45          46         87      1,310      1,310
  Average interest rate           7.5%       6.2%       6.5%       6.5%        6.5%          -       6.3%
</TABLE>

*Represents  the net present  value of the  expected  cash flows  discounted  at
 current market rates of interest.

Exchange rate sensitivity

At  year-end  2001,  less  than  1% of the  Company's  US$56,531,571  net  worth
(shareholders'  equity) was denominated in currencies  other than the US Dollar,
principally the Euro.

A  strengthening  of the US Dollar by 10%  against all the other  currencies  in
which the  Company  operates  would not  materially  reduce the  Company's  2001
year-end net worth.

Item 12      Description of Securities Other than Equity Securities

Not Applicable


Part II

Item 13           Defaults, Dividend Arrearages and Delinquencies

Not applicable.

Item 14
  Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable.

Item 15
                                    Reserved

                                       32
<PAGE>

Item 16
                                    Reserved


Part III

Item 17                        Financial Statements

The registrant has responded to Item 18 in lieu of responding to the item.

Item 18                        Financial Statements

                                       33
<PAGE>




                         REPORT OF INDEPENDENT AUDITORS





To:  The Board of Directors of Trinity Biotech plc

We have audited the  consolidated  balance  sheets of Trinity  Biotech plc as of
December 31, 2001 and December 31, 2000 and the related consolidated  statements
of income, movement in shareholders' equity and cash flows for each of the three
years in the period ended December 31, 2001. These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance  with Irish Auditing  Standards  issued by
the Auditing  Practices  Board and United  States  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether  the  financial  statements  are free from
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial position of Trinity Biotech
plc at December 31, 2000 and December 31, 2001, and the consolidated  results of
its  operations  and its cash  flows for each of the three  years in the  period
ended  December 31, 2001, in conformity  with  accounting  principles  generally
accepted in the Republic of Ireland, which differ in certain respects from those
followed in the United  States (see note 29 of Notes to  Consolidated  Financial
Statements).



                                                             /s/Ernst & Young
Dublin, Ireland                                              Ernst & Young
April 30, 2002                                               Registered Auditors


                                       34

<PAGE>

<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
                                                               As at                   As at
                                                         December 31             December 31
                                                                2001                    2000
                                          Notes                  US$                     US$
<S>                                          <C>         <C>                     <C>
ASSETS

Inventories                                   2           16,342,308              14,411,985
Accounts receivable and prepayments           3            7,684,575               7,970,487
Cash and cash equivalents                                  5,281,976               4,275,595
                                                            --------                --------
                                                          29,308,859              26,658,067

Intangible assets, net                        4           40,402,394              33,761,704
Property, plant & equipment, net              5            5,967,443               5,469,259
Financial assets                              6            1,350,517               1,341,642
                                                           ---------               ---------

TOTAL ASSETS                                              77,029,213              67,230,672
                                                          ----------              ----------


LIABILITIES & SHAREHOLDERS' EQUITY

Accounts payable and accrued expenses         7           12,692,405               9,921,598

Long term liabilities                         8            7,805,237               2,266,425


SHAREHOLDERS' EQUITY
Called up share capital
   Class 'A' Ordinary shares                 10              591,165                 590,552
   Class 'B' Ordinary shares                 10               12,255                  12,255
Share premium account                                     75,132,118              75,242,108
Currency adjustment                                       (5,054,186)             (5,203,137)
Profit and loss reserve                      12(a)       (14,459,727)            (15,909,075)
Minority Interest                            12(b)           309,946                 309,946
                                                             -------                --------
                                                          56,531,571              55,042,649
                                                          ----------              ----------
Total Liabilities and Shareholders' Equity                77,029,213              67,230,672
                                                          ----------              ----------
</TABLE>

See Notes to Consolidated Financial Statements

                                       35
<PAGE>

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME

                                                                           Year ended December 31
                                                                       2001               2000                1999
                                                    Notes               US$                US$                 US$
<S>                                                    <C>      <C>                <C>                 <C>
Revenues
 - Continuing operations                                         36,662,278         25,017,178          26,104,623
 - Acquisitions                                        15           402,295          4,725,764                -
                                                                   --------           --------            --------
                                                       13        37,064,573         29,742,942          26,104,623

Cost of sales                                                   (18,146,765)       (15,401,257)        (14,521,619)
                                                                -----------        -----------         -----------
Gross profit                                                     18,917,808         14,341,685          11,583,004

Research & development expenses                                  (2,779,729)        (2,681,220)         (2,448,372)
Administrative expenses - normal
 - Continuing operations                                        (10,307,812)        (5,157,504)         (3,969,235)
 - Acquisitions                                                        -                    -                 -
                                                                -----------         ----------          ----------
                                                                (10,307,812)        (5,157,504)         (3,969,235)

Administrative expenses - exceptional                  16        (3,650,000)        (1,287,000)               -
                                                                 ----------         ----------           ---------

Operating profit
 - Continuing operations                                          4,989,119          3,969,890           5,165,397
 - Acquisitions                                                  (2,808,852)         1,246,071                -
                                                                 ----------          ---------           ---------
                                                       13         2,180,267          5,215,961           5,165,397

Share of operating loss in associate                               (195,000)           (30,000)               -

Net profit on disposal of assets                       17              -                  -              1,014,080
Write down of financial asset                           6              -                  -               (609,752)

Interest receivable and similar income                              142,364            466,151              69,284
Interest payable and similar charges                               (472,283)          (704,847)           (723,312)
                                                                  ---------          ---------           ---------
Profit on ordinary activities before taxation          14         1,655,348          4,947,265           4,915,697

Tax on profit on ordinary activities                   18          (206,000)          (123,800)               -
                                                                   --------           --------           ---------
Retained profit for the financial period                          1,449,348          4,823,465           4,915,697
                                                                  ---------          ---------           ---------
Basic earnings per ordinary share (US cents)           19            3.59               12.99               17.50

Diluted earnings per ordinary share (US cents)         19            3.73               12.20               17.00
</TABLE>
Movements on reserves are shown in the "Consolidated Statements of Movement in
Shareholders' Funds" on page 35.
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF TOTAL RECOGNISED GAINS AND LOSSES
                                                                     December 31        December 31         December 31
                                                                            2001               2000                1999
                                                                             US$                US$                 US$
<S>                                                                    <C>                <C>                 <C>
Profit for the financial period attributable to group shareholders
excluding share of loss in associate                                   1,644,348          4,853,465           4,915,697
Share of operating loss in associate                                    (195,000)           (30,000)               -
Currency adjustment                                                      148,951           (565,653)           (280,012)
                                                                         -------          ---------           ---------
Total recognised gains and losses for the period                       1,598,299          4,257,812           4,635,685
                                                                       ---------          ---------           ---------
</TABLE>

See Notes to Consolidated Financial Statements

                                       36
<PAGE>
           CONSOLIDATED STATEMENTS OF MOVEMENT IN SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                     Class 'A' Ordinary Shares Class 'B' Ordinary Shares
                                                                       Share                 Share
                                                                      capital               capital        Premium
                                                        Number of     US$0.0109 Number of   US$0.0109    in excess      Retained
                                                            shares      each     shares       each        of par   (deficit)/surplus
                                                                         US$                   US$          US$           US$
  <S>                                                   <C>            <C>        <C>          <C>        <C>         <C>
  Authorised                                            50,000,000     712,250    700,000      12,255
                                                        ----------     -------    -------     -------
  Issued:
  Balance as at December 31, 1998                       26,442,736     413,044    700,000      12,255     44,204,606  (3,871,554)
                                                        ----------     -------    -------     -------     ----------  ----------
  Class `A' shares issued for cash                       1,364,805      19,418       -           -         2,027,081        -
  Class `A' shares issued on conversion of debenture       498,291       7,098       -           -           492,902        -
  Options exercised                                        750,000      10,816       -           -         1,201,816        -
  Shares cancelled                                        (150,000)     (2,402)      -           -             2,402        -
  Share issue expenses                                        -           -          -           -           (64,946)       -
  Currency adjustment                                         -           -          -           -              -           -
  Minority interest in Benen Trading                          -           -          -           -              -           -
  Retained profit                                             -           -          -           -              -      4,915,697
                                                           -------     -------    -------     -------        -------   ---------
  Balance as at December 31, 1999                       28,905,832     447,974    700,000      12,255     47,863,861   1,044,143
                                                        ----------     -------    -------     -------     ----------   ---------
  Class `A' shares issued for cash                       4,239,198      59,755       -           -        13,825,122        -
  Class `A' shares issued on conversion of debenture     1,041,667      14,839       -           -         1,860,161        -
  Class `A' shares issued on exercise of warrant           100,000       1,425       -           -           178,576        -
  Options exercised                                      2,784,496      39,667       -           -         7,476,347        -
  Class `A' shares issued as consideration in
    business acquisition                                 1,834,431      26,131       -           -         5,327,156        -
  Class `A' shares issued for financial asset               67,872         761       -           -           185,684        -
  Share issue expenses                                        -           -          -           -        (1,474,799)       -
  Currency adjustment                                         -           -          -           -              -           -
  Minority interest in Benen Trading                          -           -          -           -              -           -
  Retained profit                                             -           -          -           -              -      4,823,465
                                                           -------     -------    -------     -------       --------   ---------
  Balance as at December 31, 2000                       38,973,496     590,552    700,000      12,255     75,242,108   5,867,608
                                                        ----------     -------    -------     -------     ----------   ---------
  Options exercised                                         43,250         613       -           -            73,531        -
  Share issue expenses                                        -           -          -           -          (183,521)       -
  Currency adjustment                                         -           -          -           -              -           -
  Retained profit                                             -           -          -           -              -      1,449,348
                                                           -------     -------    -------     -------       --------   ---------
  Balance as at December 31, 2001                       39,016,746     591,165    700,000      12,255     75,132,118   7,316,956
                                                        ----------     -------    -------     -------     ----------   ---------
</TABLE>
<TABLE>
<CAPTION>
                                                          Currency    Goodwill  Minority
                                                         adjustment    reserve  interest      Total
                                                            US$         US$        US$         US$
  <S>                                                   <C>        <C>            <C>      <C>
  Authorised
  Issued:
  Balance as at December 31, 1998                       (4,357,472)(21,776,683)       -    14,624,196
                                                        ---------- -----------   -------   ----------
  Class `A' shares issued for cash                          -           -            -      2,046,499
  Class `A' shares issued on conversion of debenture        -           -            -        500,000
  Options exercised                                         -           -            -      1,212,632
  Shares cancelled                                          -           -            -           -
  Share issue expenses                                      -           -            -        (64,946)
  Currency adjustment                                     (280,012)     -            -       (280,012)
  Minority interest in Benen Trading                        -           -         232,249     232,249
  Retained profit                                           -           -            -      4,915,697
                                                         -------     ---------    -------   ---------
  Balance as at December 31, 1999                       (4,637,484)(21,776,683)   232,249  23,186,315
                                                        ---------- -----------    -------  ----------
  Class `A' shares issued for cash                          -           -            -     13,884,877
  Class `A' shares issued on conversion of debenture        -           -            -      1,875,000
  Class `A' shares issued on exercise of warrant            -           -            -        180,001
  Options exercised                                         -           -            -      7,516,014
  Class `A' shares issued as consideration in
    business acquisition                                    -           -            -      5,353,287
  Class `A' shares issued for financial asset               -           -            -        186,445
  Share issue expenses                                      -           -            -     (1,474,799)
  Currency adjustment                                     (565,653)     -            -       (565,653)
  Minority interest in Benen Trading                        -           -          77,697      77,697
  Retained profit                                           -           -            -      4,823,465
                                                         -------     -------      -------   ---------
  Balance as at December 31, 2000                       (5,203,137)(21,776,683)   309,946  55,042,649
                                                        ---------- -----------    -------  ----------
  Options exercised                                         -           -            -        74,144
  Share issue expenses                                      -           -            -      (183,521)
  Currency adjustment                                      148,951      -            -       148,951
  Retained profit                                           -           -            -     1,449,348
                                                         ---------   -------      -------  ---------
  Balance as at December 31, 2001                       (5,054,186)(21,776,683)   309,946 56,531,571
                                                        ---------- -----------    ------- ----------
</TABLE>
See Notes to Consolidated Financial Statements

                                       37
<PAGE>

<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows
                                                                                Year ended December 31
                                                                            2001               2000                1999
                                                          Notes              US$                US$                 US$
<S>                                                         <C>       <C>               <C>                 <C>
Net cash inflow from operating activities                   21         5,630,748          3,224,126           4,475,552
                                                                       ---------           --------           ---------
Returns on investments and servicing of finance
Interest received                                                        142,364            466,149              69,284
Interest paid                                                           (369,312)          (663,466)           (638,455)
Finance interest paid                                                    (23,424)           (41,381)            (84,857)
                                                                         --------           --------            --------
Net cash outflow from returns on investments and
  servicing of finance                                                  (250,372)          (238,698)           (654,028)
                                                                        ---------          ---------           ---------
Taxation
Taxation (paid)/refund                                                  (319,510)            36,000               -
                                                                         -------             ------             -------
Capital expenditure and financial investment
Purchase of tangible fixed assets                           20        (1,343,370)        (1,173,921)         (1,445,728)
Purchase of intangible fixed assets                                     (986,502)        (1,360,032)            (60,219)
Sale of tangible fixed assets                                               -                  -              5,783,902
                                                                         -------            -------           ---------
Net cash (outflow)/inflow from investing activities                   (2,329,872)        (2,533,953)          4,277,955
                                                                      -----------        -----------          ---------

Acquisitions and disposals
Acquisition of subsidiary undertakings                                (4,777,388)        (7,822,352)         (2,769,835)
Purchase of associate undertaking                                       (309,399)        (1,185,197)               -
Deferred consideration paid                                                 -            (4,096,006)         (7,205,259)
Deferred set up costs                                                       -                  -               (536,000)
                                                                         -------            -------              ------
Net cash outflow for acquisitions and disposals                       (5,086,787)       (13,103,555)        (10,511,094)
                                                                      -----------       ------------        ------------

Net cash outflow before use of liquid resources
  and financing                                                       (2,355,793)       (12,616,080)         (2,411,615)
                                                                      -----------       ------------         -----------

Management of liquid resources                             20         (2,373,316)            77,815            (271,912)

Financing
Loan from unconnected third party                                        (73,336)        (1,071,014)           (947,225)
Issue of shares                                                           74,144         21,580,892           3,311,136
Expenses paid in respect of share issues                                (183,521)        (1,474,799)            (64,946)
Capital element of finance lease payments                               (310,076)          (291,838)           (203,164)
Increase/(decrease) in long term debt                                  4,829,963         (4,916,009)         (1,483,823)
(Decrease) in promissory note                                           (350,000)              -                   -
(Redemption)/Issue of 7.5% convertible debenture                        (625,000)              -              3,500,000
                                                                        --------            -------           ---------
Net cash inflow from financing                                         3,362,174         13,827,232           4,111,978
                                                                       ---------         ----------            --------

(Decrease)/increase in cash                                           (1,366,935)         1,288,967           1,428,451
                                                                      -----------         ---------           ---------

Reconciliation of net cash flow to movement in net debt
(Decrease)/increase in cash in the year                               (1,366,935)         1,288,967           1,428,451
(Increase)/decrease in long term debt                                 (4,829,963)         4,916,009           1,483,823
Redemption/(issue) of convertible debentures                             625,000               -             (3,500,000)
Long term debt acquired                                                     -            (1,300,000)               -
Increase/(decrease) in liquid resources                                2,373,316            (77,815)            271,912
Capital element of finance leases repaid                                 310,076            291,838             203,164
                                                                         -------            -------              ------

Change in net debt resulting from cash flows                          (2,888,506)         5,118,999            (112,650)
                                                                      -----------         ---------            ---------

New finance leases                                                          -              (175,659)           (472,132)
Conversion of debentures                                                    -             1,875,000             447,994
Promissory notes paid/(issued)                                           350,000           (350,000)                -
Translation difference                                                      -                  -                 45,380
                                                                         -------            -------              ------
Movement in net debt in the year                                      (2,538,506)         6,468,340             (91,408)
Net debt at January 1                                                 (1,843,787)        (8,312,127)         (8,220,719)
                                                                      -----------        -----------         -----------
Net debt at December 31                                    22         (4,382,293)        (1,843,787)         (8,312,127)
                                                                      -----------        -----------         -----------
</TABLE>
                                       38
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001

1.   ACCOUNTING POLICIES
     The financial  statements have been prepared in United States Dollars under
     the  historical  cost  convention  and  are in  accordance  with  generally
     accepted  accounting   principles  in  Ireland.  The  principal  accounting
     policies adopted by Trinity Biotech plc and its subsidiaries  ("the Group")
     are as follows:

(a)  Basis of Consolidation
     The consolidated  financial  statements include the financial statements of
     Trinity  Biotech plc  ("Trinity"  and/or "the  Company") and its subsidiary
     undertakings  made up to the end of the financial year.  Where a subsidiary
     undertaking  is  acquired  during the  financial  year the Group  financial
     statements include the attributable results from the date of acquisition up
     to the  end of the  financial  year.  All  inter-company  transactions  and
     balances have been  eliminated  in the  preparation  of these  consolidated
     financial statements.

(b)  Goodwill
     With  effect  from  January 1,  1998,  goodwill  arising  on  consolidation
     (representing  the excess of the fair value of consideration  over the fair
     value of the separable net assets acquired),  at the date of acquisition of
     subsidiary and associated undertakings, is capitalised in the balance sheet
     and amortised over an appropriate  period.  Goodwill  arising prior to that
     date was written off against  reserves and has not been  reinstated  in the
     Group balance sheet.

(c)  Tangible Fixed Assets
     Tangible  fixed  assets are stated at cost less  accumulated  depreciation.
     Depreciation  is provided on a straight line basis to write off the cost of
     the assets over their expected useful lives as follows:

Leasehold improvements        5 - 10 years   Computer equipment          5 years
Office equipment and fittings     10 years   Plant and equipment    5 - 10 years
Buildings                         50 years

(d)  Intangible Assets
     Patents and licences are stated at cost and are  amortised  over the lesser
     of their expected useful lives or their statutory lives which range between
     3 and 20 years.  The carrying value of intangibles is reviewed  annually by
     the  directors to determine  whether there should be a reduction to reflect
     any permanent diminution in value.

     Research and development  expenditure is written off as incurred,  with the
     exception of  expenditure  on projects whose outcome has been assessed with
     reasonable certainty as to technical feasibility,  commercial viability and
     recovery of costs through future revenues.  Such expenditure is capitalised
     at cost within intangible assets and amortised over 10 years.

(e)  Investments
     The Company classifies long and short term marketable investment securities
     and  certain  investments  as  either  "held  to  maturity",  "trading"  or
     "available  for  sale".  Realised  gains and losses  are  determined  using
     specific identification. Debt securities which the Company has the positive
     intent and ability to hold to maturity are classified as "held to maturity"
     securities  and reported at amortised  cost.  Equity  securities  which the
     Company has the  positive  intent and ability to hold for the long term are
     classified as "long-term securities" and reported at cost.

     Debt and equity  securities  which are bought and held  principally for the
     purpose  of  selling  them in the near  term are  classified  as  "trading"
     securities and reported at fair value,  with realised and unrealised  gains
     and losses included in income for the period.

     Debt and equity  securities  not classified as either "held to maturity" or
     "trading"  securities are classified as "available for sale" securities and
     reported  at fair  value,  with  unrealised  gains or losses  reported in a
     separate component of shareholders' equity.

(f)  Inventories
     Inventories  are stated at the lower of cost and net realisable  value on a
     first-in  first-out  basis.  Cost includes all  expenditure  which has been
     incurred in bringing the products to their present  location and condition,
     and includes an appropriate  allocation of manufacturing  overhead based on
     the normal level of activity. Net realisable value is the estimated selling
     price of inventory on hand less all further costs to  completion  and costs
     expected to be incurred in marketing, distribution and selling.

(g)  Taxation
     Taxation,  which is based on the  results  for the year,  is reduced  where
     appropriate  by  manufacturing   companies  relief.  Deferred  taxation  on
     differences  between the  treatment  of certain  items for  accounting  and
     taxation  purposes,  is  accounted  for to the extent that a  liability  is
     expected to crystallise within the foreseeable future.

                                       39
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)

1.   ACCOUNTING POLICIES (Continued)
(h)  Sales and Revenue Recognition
     Sales of products are recorded as of the date of shipment.  Sales represent
     the value of goods  supplied to external  customers and exclude sales taxes
     and discounts.

(i)  Pension Costs
     The Group operates a defined contribution pension scheme.  Contributions to
     the scheme are expensed as incurred.

(j)  Leases
     Where tangible assets are financed by leasing  agreements which give rights
     approximating to ownership ('finance leases'),  they are treated as if they
     had been  purchased  outright  at the present  values of the minimum  lease
     payments;  the corresponding  obligations are shown in the balance sheet as
     obligations under finance leases. The present value of the minimum payments
     under a lease is derived by discounting those payments at the interest rate
     implicit in the lease,  and is normally  the price at which the asset could
     be acquired in an arm's length transaction.

     Depreciation  is calculated  in order to write off the amounts  capitalised
     over the estimated useful lives of the assets by equal annual  instalments.
     The excess of the total rentals  under a lease over the amount  capitalised
     is  treated as  interest,  which is  charged  to the  income  statement  in
     proportion to the amount outstanding under the lease.

     Leases other than  finance  leases are  "operating  leases" and the rentals
     thereunder  are charged to the income  statement  on a straight  line basis
     over the periods of the leases.

(k)  Government Grants
     Research and  development  and  training  grants are credited to the income
     statement   against  related   expenditure  in  the  period  in  which  the
     expenditure is incurred.

(l)  Foreign Currency
     The functional  currency of the Company is the United States Dollar.  As of
     January 1 1998, the Company changed its functional  currency from the Irish
     Pound to the United States Dollar

     Results and cashflows of subsidiary  undertakings,  which have a functional
     currency  other  than the US  Dollar,  are  translated  into US  Dollars at
     average  exchange rates for the year,  and the related  balance sheets have
     been  translated at the rates of exchange ruling on the balance sheet date.
     Adjustments  arising on  translation  of the  results  of these  subsidiary
     undertakings and on restatement of the opening net assets at closing rates,
     are dealt with in reserves.

     Foreign  currency  transactions  are  translated  at the rates of  exchange
     ruling at the dates of the  transactions.  Monetary  assets and liabilities
     denominated  in foreign  currencies are translated at the rates of exchange
     ruling at the  balance  sheet  date.  The  resulting  gains and  losses are
     included in the income statement.

(m)  Liquid Resources
     Liquid resources are current asset  investments,  which are held as readily
     disposable stores of value.  Liquid resources include investments in equity
     investments and short term deposits.

(n)  Use of estimates
     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the amounts  reported in the financial  statements
     and accompanying notes. Actual results could differ from these estimates.

(o)  Companies Acts, 1963 to 1999
     The  financial  information  relating  to the  Company  and its  subsidiary
     undertakings   included  in  this  document  does  not  comprise  statutory
     financial  statements  as  referred  to  in  Section  19 of  the  Companies
     (Amendment)  Act,  1986,  copies  of which are  required  by that Act to be
     annexed  to the  Company's  annual  return  lodged  with the  Registrar  of
     Companies.  The auditors  have made  reports  without  qualification  under
     Section 163 of the  Companies  Act,  1963 in respect of all such  financial
     statements. Copies of statutory financial statements of Trinity Biotech plc
     for years up to and including the year ended December 31, 2000 have been so
     annexed to the relevant annual returns.

(p)  Cost of Sales
     Cost of sales comprises the product cost including  shipping,  handling and
     packaging costs.

(q)  Provision for Bad Debts
     The Group sells its products to companies in various markets throughout the
     world. The Group maintains  reserves for potential  credit losses.  To date
     such losses have been within  management's  expectations.  The Group had an
     allowance for doubtful accounts of approximately  US$30,000,  US$31,850 and
     US$88,822 as at December 31, 2001, 2000 and 1999 respectively.

                                       40
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)

1.   ACCOUNTING POLICIES (Continued)

(r)  Financial instruments
     Financial instruments include (i) borrowings, (ii) cash deposits and liquid
     resources and (iii) interest and forward contracts.

     Derivatives,  principally  interest and forward foreign exchange contracts,
     are used to manage the working capital  requirements of the Group in a cost
     effective,  low-risk manner. Working capital management is a key element in
     the effective management of overall liquidity.

     Where derivatives are used to hedge  cross-currency cash flows arising from
     trading activities,  the underlying transaction is recorded at the contract
     rate.

2.   INVENTORIES                  December 31                     December 31
                                         2001                            2000
                                          US$                             US$
         Raw materials              5,120,345                       5,460,122
         Work in progress           7,014,487                       7,558,858
         Finished goods             4,207,476                       1,393,005
                                    ---------                       ---------
                                   16,342,308                      14,411,985
                                   ----------                      ----------

     The replacement cost of inventory is not materially different from the cost
     stated above.

3.   ACCOUNTS RECEIVABLE AND PREPAYMENTS

         (Amounts falling due within one year)    December 31       December 31
                                                         2001              2000
                                                          US$               US$
         Accounts receivable                        5,247,014         4,981,456
         Prepayments                                  973,135         1,508,048
         Value Added Tax                              155,858           126,951
         Called up share capital not paid             291,211           278,525
         Grants receivable                            290,389           520,721
         Other receivables                            187,568           314,786
         Deferred tax asset (see note 9)              539,400           240,000
                                                      -------           -------
                                                    7,684,575         7,970,487
                                                    ---------         ---------

4.   INTANGIBLE ASSETS                            December 31       December 31
                                                         2001              2000
                                                          US$               US$
         Cost
         Patents and Licenses                       4,420,850         3,434,348
         Goodwill (see note 23)                    40,588,001        33,210,202
                                                   ----------        ----------
                                                   45,008,851        36,644,550
         Less Accumulated Amortisation             (4,606,457)       (2,882,846)
                                                    ---------         ---------
                                                   40,402,394        33,761,704
                                                   ----------        ----------

                                       41
<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)

5.   PROPERTY PLANT AND EQUIPMENT              December 31          December 31
                                                      2001                 2000
         Cost                                          US$                  US$
         Land & Buildings                        1,636,350            1,474,086
         Leasehold Improvements                    677,234              497,343
         Computer & Office Equipment             1,825,634            1,529,204
         Plant and Equipment                     7,221,485            6,516,700
                                                 ---------            ---------
                                                11,360,703           10,017,333
         Less Accumulated Depreciation          (5,393,260)          (4,548,074)
                                                 ---------            ---------
                                                 5,967,443            5,469,259
                                                 ---------            ---------

     A mortgage amounting to US$197,218 is secured by a charge over the plant in
     Jamestown, New York.

     Included  in the net book value of tangible  fixed  assets is an amount for
     capitalised   leased  assets  of   US$826,127   (2000:   US$937,639).   The
     depreciation  charge in respect of  capitalised  leased assets for the year
     ended December 31, 2001 was US$111,512 (2000:US$96,924).

6.   FINANCIAL ASSETS                    December 31   December 31  December 31
                                                2001          2000         1999
                                                 US$           US$          US$

   Unlisted investment in CLI Oncology          -             -         609,752
   Provision for diminution in value            -             -        (609,752)
   Investment in associate (see below)     1,350,517     1,341,642         -
                                           ---------     ---------     --------
                                           1,350,517     1,341,642         -
                                           ---------     ---------     --------

     Due to the uncertainty as to the recoverability of the unlisted  investment
     in CLI Oncology,  the Company has provided  against the carrying  amount in
     full.

     On  October 2,  2000,  the  Company  acquired  33% of the share  capital of
     HiberGen Limited for a total consideration of US$1,371,642. On July 2, 2001
     the  Company   subscribed  for  a  further   300,000   Ordinary  Shares  of
     IR(pound)0.01 each in HiberGen Limited, increasing its shareholding to 40%,
     at a cost of US$309,399.

     The carrying amount of the investment in the associate is split as follows:

                                                    December 31     December 31
                                                           2001            2000
                                                            US$             US$

Share of net assets of associate on acquisition          71,883         (28,891)
Goodwill arising on acquisition                       1,609,158       1,400,533
Amortisation charge                                    (105,524)           -
Share of operating loss in associate                   (225,000)        (30,000)
                                                       --------       ---------
                                                      1,350,517       1,341,642
                                                      ---------       ---------
                                       42
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)
<TABLE>
<CAPTION>
7.   ACCOUNTS PAYABLE AND ACCRUED EXPENSES                   December 31        December 31
     (Amounts falling due within one year)                          2001               2000
                                                                     US$                US$
     <S>                                                      <C>                 <C>
     Accounts payable                                          1,713,775          1,488,665
     Income tax deducted under PAYE                               57,441             56,763
     Employee related social insurance                            56,539             43,296
     Corporate income taxes                                      427,690            364,000
     Deferred tax liability                                      122,000               -
     Accrued liabilities                                       2,385,205          2,201,087
     Accrued exceptional charges                               2,850,000          1,222,203
     Accrued royalties                                           408,812            398,880
     Obligations under finance leases                            185,575            303,772
     Loan from unconnected third party - current portion         220,411            293,747
     Long term debt - current portion                          2,409,757          2,574,185
     Deferred consideration - current portion                    855,200                -
     Promissory note                                                -               350,000
     7.5% convertible debenture (see note 8)                   1,000,000            625,000
                                                               ---------            -------
                                                              12,692,405          9,921,598
                                                              ----------          ---------
</TABLE>
     In December  2001,  the  Company  acquired  the assets and  goodwill of the
     Biopool  hemostasis  business.  Under the terms of the  purchase  agreement
     US$2,591,500 of the total  consideration of US$6,409,329 has been deferred.
     The deferred  consideration of US$2,591,500 is payable in three instalments
     of US$855,200,  US$1,166,200  and US$570,100 on December 21, 2002, 2003 and
     2004  respectively.  At December 31, 2001 US$855,200 is included in current
     liabilities under deferred consideration.

     As at December 31, 2001 the undrawn portion of existing banking  facilities
     amounted to US$1,900,000.

8.   LONG TERM LIABILITIES                             December 31   December 31
     (Amounts falling due after more than one year)           2001          2000
                                                               US$           US$
     7.5% convertible debenture                               -        1,000,000
     Bank loans (secured, see note 24(i))                6,027,649     1,033,258
     Deferred consideration                              1,736,300          -
     Lease creditors                                        41,288       233,167
                                                            ------       -------
                                                         7,805,237     2,266,425
                                                         ---------     ---------

     The age profile of the Group's long-term debt, excluding  obligations under
     finance leases, is as follows:

                                                       December 31   December 31
                                                              2001          2000
                                                               US$           US$
     In more than one year, but not more than two        2,919,734     1,737,049
     In more than two years, but not more than three     2,019,898       276,914
     In more than three years, but not more than four    1,422,726        19,295
     In more than four years, but not more than five     1,254,776          -
     In more than five years                               146,815          -
                                                           -------       -------
                                                         7,763,949     2,033,258
                                                         ---------     ---------

     In December 1999, the Company completed a private placement of US$3,500,000
     principal  amount  of 7.5%  convertible  debentures.  The  debentures  bear
     interest  at a rate of 7.5% per annum which is payable  semi-annually.  The
     debentures  are  convertible,  at the option of the holder,  into Class `A'
     Ordinary  Shares  of the  Company  at a  price  of  US$1.80.  During  2000,
     US$1,875,000  of the  US$3,500,000  principal  amount of the  debenture was
     converted into 1,041,667 Class `A' Ordinary  Shares of the Company.  During
     2001,  US$625,000 of the  remaining  balance of the debenture was redeemed.
     The remaining balance of the principal amount matures in December 2002 (see
     note 7).

     As at December 31, 2001 payments  falling due under finance  leases of less
     than one year's duration amounted to US$185,575 (2000:  US$303,772).  As at
     December 31, 2001 obligations  under finance leases of between two and five
     years' duration  amounted to US$41,288  (2000:  US$233,167).  There were no
     payments falling due extending beyond five years.

                                       43
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)
<TABLE>
<CAPTION>
9.   DEFERRED TAXATION                                     December 31        December 31
                                                                  2001               2000
                                                                   US$                US$
     <S>                                                      <C>                <C>
     At beginning of year                                     (240,000)              -
     Charge to profit and loss account (see note 18)           122,000             95,000
     Credit to profit and loss account (see note 18)          (299,000)          (335,000)
                                                               -------            -------
           At end of year (see note 18)                       (417,000)          (240,000)
                                                               -------            -------

     Deferred taxation represents the following:
     Capital allowances in excess of related depreciation      217,000             95,000
     Other timing differences                                 (634,000)          (335,000)
                                                               -------            -------
                                                              (417,000)          (240,000)
                                                               -------            -------
</TABLE>
10.  CALLED UP SHARE CAPITAL (Refer to page 35)

(a)  In May 1999 the  Company  obtained a  secondary  listing on the Irish Stock
     Exchange and in April 2000 raised  US$13,400,000  by the issue of 4,000,000
     Class `A' Ordinary Shares to a cross section of US, UK and Irish investment
     institutions.

(b)  In December 1999, the Company completed a private placement of US$3,500,000
     principal amount of 7.5% convertible debentures. During 2000, US$1,875,0000
     of the  US$3,500,000  principal  amount of the debenture was converted into
     1,041,667 Class `A' Ordinary Shares of the Company. During 2001, US$625,000
     of the remaining balance of the debenture was redeemed.

(c)  In December 1999, the Company  completed a private placement of 1,334,805
     Class 'A' Ordinary Shares.

(d)  In June 1997,  the Company  completed a private  placement of  US$3,000,000
     principal amount of 4% convertible  debentures.  During 1999, the remaining
     balance of US$500,000 of the US$3,000,000 principal amount of the debenture
     was converted into 498,291 Class `A' Ordinary Shares of the Company.

(e)  The Class `B'  Ordinary  Shares  have two votes per share and the rights to
     participate  in any  liquidation  or sale  of the  Company  and to  receive
     dividends  as if each Class `B'  Ordinary  Share was two Class `A' Ordinary
     Shares.

(f)  The  AGM  held  on  May  28,   2001,   approved   a   resolution   for  the
     renominalisation  of the Company's share capital from IR(pound)0.01 each to
     US$0.0109 each.

(g)  Since its  incorporation  the Company has not declared or paid dividends on
     its `A'  Ordinary  Shares.  The Company  anticipates,  for the  foreseeable
     future,  that it will  retain  any  future  earnings  in  order to fund its
     business operations. The Company does not, therefore, anticipate paying any
     cash or share  dividends  on its `A'  Ordinary  Shares  in the  foreseeable
     future.

     As provided in the Articles of  Association  of the  Company,  dividends or
     other distributions will be declared and paid in US Dollars.

11.  SHARE OPTIONS AND WARRANTS

     Under the terms of the  Company's  Employee  Share  Option Plan  options to
     purchase  7,361,428 Class 'A' Ordinary Shares were  outstanding at December
     31, 2001.  Under the plan,  options are granted to officers,  employees and
     consultants of the Group at the discretion of the remuneration committee of
     the board. In addition,  the Company granted  warrants to purchase  890,405
     Class 'A' Ordinary  Shares in the Company to agents of the Company who were
     involved  in the  Company's  private  placements  in 1994  and 1995 and the
     debenture issues in 1997 and 1999. A further warrant to

                                       44
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)

11.  SHARE OPTIONS AND WARRANTS (Continued)

     purchase 100,000 Class 'A' Ordinary Shares was also granted to a
     consultant of the Company. At December 31, 2001 there were warrants to
     purchase 503,525 Class `A' Ordinary Shares in the Company outstanding.
     On February 28, 1999, the Company's Class `B' Warrants expired.

     The share  options and  warrants  outstanding  at December 31, 2001 were as
     follows:
<TABLE>
<CAPTION>
                                            Options & Warrants          'A' Warrants               'B' Warrants
                                            Shares        Range           Shares       Range      Shares      Range
                                                            US$                          US$                    US$
     <S>                                 <C>           <C>                  <C>          <C>    <C>            <C>
     Outstanding
     January 1,1999                      3,546,830     0.81-5.00            -            -      1,279,151       3.00

     Granted                             2,188,358     1.13-2.75            -            -           -           -
     Exercised                            (750,000)    1.40-1.80            -            -           -           -
     Cancelled                            (100,716)    0.90-2.75            -            -     (1,279,151)     (3.00)
                                          --------     ---------       --------        ----    ----------       ----
     December 31, 1999                   4,884,472     0.81-5.00            -            -           -            -

     Granted                             4,112,194     1.75-4.00            -            -           -            -
     Exercised                          (2,884,496)    0.81-4.00            -            -           -            -
     Cancelled                            (243,467)    1.00-4.00            -            -           -            -
                                          --------     ---------       --------        ----    --------         ----
     December 31, 2000                   5,868,703     0.81-5.00            -            -           -            -

     Granted                             2,039,500     0.98-1.20            -            -           -            -
     Exercised                             (43,250)    1.00-2.00            -            -           -            -
                                          --------     ---------       --------        ----    --------         ----
     December 31, 2001                   7,864,953     0.81-5.00            -            -           -            -
                                         ---------     ---------       --------        ----    --------         ----
</TABLE>

12.  PROFIT AND LOSS RESERVE/MINORITY INTEREST     December 31       December 31
(a)  Profit and loss reserve                              2001              2000
                                                           US$               US$

     Accumulated surplus                             7,316,956        5,867,608
     Goodwill reserve                              (21,776,683)     (21,776,683)
                                                    ----------       ----------
                                                   (14,459,727)     (15,909,075)
                                                    ----------       -----------

     Due to the adoption of Financial  Reporting Standard No. 10 by the Company,
     the goodwill reserve is disclosed as part of the profit and loss reserve on
     the face of the balance sheet.  This adoption does not affect the potential
     distributable reserves of the Company.

(b)  Minority interest                 December 31          December 31
                                              2001                 2000
                                               US$                  US$

     Minority interest                     309,946              309,946
                                           -------              -------

     In March 1998 Benen  Trading  Limited  ("Benen")  received an  injection of
     funds under the Business  Expansion  Scheme. In order to present a true and
     fair view of the consolidated  financial statements,  the substance of this
     transaction,  as distinct  from its strict  legal form,  is  considered  in
     determining its true nature and the appropriate  accounting  treatment.  In
     particular,  the option which is incorporated  within the transaction,  and
     the most likely exercise of it, determine the substance of the transaction.

     In these  circumstances  it is considered that the injection of these funds
     is in the  nature of quasi  equity.  The Group  does  have  obligations  to
     transfer  economic  benefits  at the  end of the  investment  period.  This
     obligation is limited to a maximum of  (euro)330,200  being  (euro)1.32 per
     share. Accordingly,  the Group has continued to consolidate Benen as a 100%
     subsidiary  undertaking and the proceeds (after deducting share issue costs
     and expenses) of the investment have been credited to minority interest.

                                       45
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)

13.  ANALYSIS OF REVENUE, OPERATING INCOME, MAJOR CUSTOMERS AND ASSETS

     a)   The Group operates in one business segment,  the market for diagnostic
          tests for a range of diseases  and other  medical  conditions,  and in
          three reportable segments,  Ireland, the United States and the rest of
          Europe,  which  are based on a  geographical  split.  The  information
          presented below relates to these  operating  segments and is presented
          in a manner consistent with information presented to the Group's chief
          operating  decision maker. The basis of accounting for each segment is
          the  same  basis  as  used  in the  preparation  of  the  consolidated
          financial statements.

     b)   The distribution of revenue by geographical area was as follows:

                              December 31        December 31         December 31
                                     2001               2000                1999
                                      US$                US$                 US$

         Ireland               13,518,075         14,410,284          15,762,409
         United States         23,546,498         15,332,658          10,342,214
                               ----------         ----------          ----------
                               37,064,573         29,742,942          26,104,623
                               ----------         ----------          ----------

     c)   The  distribution  of revenue by customers'  geographical  area was as
          follows:

                               December 31      December 31       December 31
                                      2001             2000              1999
                                       US$              US$               US$

         U.S.A.                 25,046,609       17,282,005        16,342,915
         Europe                  6,879,597        7,197,185         4,717,562
         Middle East/Africa      3,900,154        4,047,205         4,210,172
         Other overseas          1,238,213        1,216,547           833,974
                                ----------       ----------        ----------
                                37,064,573       29,742,942        26,104,623
                                ----------       ----------        ----------

     d)   It is not deemed  practical to present an analysis of revenue by major
          product group.

     e)   The distribution of intersegmental sales was as follows:

                                       December 31  December 31  December 31
                                              2001         2000         1999
                                               US$          US$          US$

     Ireland                            12,178,904   11,918,545    9,761,708
     Ireland - Intersegmental Sales     13,732,096   12,224,323   12,153,121
     United States                      23,546,498   15,332,659   10,342,214
     Less Intercompany Sales           (12,392,925)  (9,732,585)  (6,152,420)
                                        ----------    ---------    ---------
                                        37,064,573   29,742,942   26,104,623
                                        ----------   ----------   ----------

     Sales of  product  between  companies  in the Group are made on  commercial
     terms (cost plus a mark-up)  which  reflect the nature of the  relationship
     between the relevant companies.

                                       46
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)

13.  ANALYSIS  OF  REVENUE,   OPERATING  INCOME,   MAJOR  CUSTOMERS  AND  ASSETS
     (Continued)

     f)   The  distribution  of  operating  income by  geographical  area was as
          follows:

                              December 31        December 31         December 31
                                     2001               2000                1999
                                      US$                US$                 US$

     Ireland                     (179,902)         1,906,242           3,819,549
     United States              2,360,169          3,309,719           1,345,848
                                ---------          ---------           ---------
     Total operating income     2,180,267          5,215,961           5,165,397
                                ---------          ---------           ---------

     g)   The distribution of consolidated total assets by geographical area was
          as follows:
                             December 31        December 31         December 31
                                    2001               2000                1999
                                     US$                US$                 US$

         Ireland              54,468,833         46,520,110          33,888,275
         Rest of Europe          206,900               -                   -
         United States        22,353,480         20,710,562          11,154,020
                              ----------         ----------          ----------
         Total assets         77,029,213         67,230,672          45,042,295
                              ----------         ----------          ----------

     h)   The  distribution  of consolidated  long-lived  assets by geographical
          area was as follows:

                              December 31        December 31         December 31
                                     2001               2000                1999
                                      US$                US$                 US$

         Ireland               36,066,960         29,311,638          19,197,855
         Rest of Europe            55,665               -                   -
         United States         11,597,729         11,260,967           6,057,036
                               ----------         ----------          -- -------
         Total assets          47,720,354         40,572,605          25,254,891
                               ----------         ----------          ----------

     i)   The  concentrations of revenues to customers  representing 10% or more
          of total revenues was as follows:

                                December 31      December 31       December 31
                                       2001             2000              1999
           Customer A                   27%              30%               44%

                                       47

<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)

13.  ANALYSIS  OF  REVENUE,   OPERATING  INCOME,   MAJOR  CUSTOMERS  AND  ASSETS
     (Continued)

     j)   The distribution of depreciation and amortisation by geographical area
          was as follows:

                              December 31        December 31         December 31
                                     2001               2000                1999
                                      US$                US$                 US$

         Ireland                1,908,221          1,224,478           1,050,536
         Rest of Europe             2,655               -                   -
         United States            763,445            736,248             453,997
                                ---------          ---------           ---------
         Total assets           2,674,321          1,960,726           1,504,533
                                ---------          ---------           ---------

      k)  The distribution of unusual items by geographical area was as follows:

                                 December 31      December 31      December 31
                                        2001             2000             1999
                                         US$              US$              US$

         Ireland                        -                -           1,014,080
         United States            (3,650,000)      (1,287,000)        (609,752)
                                   ---------        ---------          -------
         Total unusual items      (3,650,000)      (1,287,000)         404,328
                                   ---------        ---------          -------

      l)  The analysis of interest by geographical area was as follows:

                                 December 31     December 31     December 31
                                        2001            2000            1999
                                         US$             US$             US$

         Ireland                    (244,759)       (305,569)       (501,746)
         United States              (227,524)       (399,278)       (221,566)
                                    --------        --------        --------
         Total unusual items        (472,283)       (704,847)       (723,312)
                                    --------        --------        --------
<TABLE>
<CAPTION>
14.  PROFIT ON ORDINARY ACTIVITIES                         December 31   December 31     December 31
     BEFORE TAXATION                                              2001          2000            1999
                                                                   US$           US$             US$
     <S>                                                    <C>            <C>              <C>
     The profit on ordinary activities before
      taxation is stated after charging (crediting)
      Directors' emoluments
           Remuneration                                        953,841       949,116         742,307
           Pension                                              59,157        56,456          65,319
      Auditors' remuneration  -  audit                         109,631        84,000          70,000
                              -  non-audit                      85,746           -               -
      Depreciation                                             845,186       657,436         607,620
      Amortisation                                           1,829,135     1,303,290         896,913
      Operating lease rentals in respect of premises           942,495       773,837         121,274
      Research and development grants                             -          (18,467)       (126,387)
      Settlement of litigation (see note below)             (1,360,971)         -               -
      Transfer technology fee provision                        555,000          -               -
      Other non-recurring charges                              357,447          -               -
                                                               -------       -------         -------
</TABLE>

     Trinity and  Selfcare  entered  into a  settlement  whereby  Selfcare  paid
     Trinity  US$1,500,000 and Trinity (i) conveyed to Selfcare its rights in an
     HIV I/II RTD product licence and (ii) agreed to supply certain  antigens at
     cost for a ten-year period, pursuant to an Antigen Supply Agreement.

                                       48
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)

15.  ACQUISITION OF BARTELS

     On December 8, 2000, the Group purchased the assets and goodwill of Bartels
     Inc, based in Seattle,  Washington. As no audited financial statements were
     available for the acquired business in the period prior to the acquisition,
     the  directors  used  the  fair  values  established  at  the  time  of the
     acquisition to derive the following  approximate results of the entity from
     the date of  acquisition  to December 31, 2000.  The results of Bartels are
     incorporated  into  continuing  operations  in the year ended  December 31,
     2001.

                                    December 31
                                           2000
                                            US$
         Sales                          465,871
         Cost of sales                  (82,000)
                                        -------
                                        383,871
                                        -------

16.  ADMINISTRATIVE EXPENSES - EXCEPTIONAL ITEMS

     An exceptional  charge of  US$2,850,000  was incurred  during the financial
     year relating to the  acquisition of the assets and goodwill of the Biopool
     hemostasis business on December 21, 2001. The principal  components of this
     charge were  commitments  on the  acquisition of the assets and goodwill of
     the Biopool hemostasis business to make payments to employees.

     An exceptional  charge of US$800,000 was also incurred during the financial
     year relating to the  acquisition of Bartels Inc on December 8, 2000.  This
     charge  comprised  payments  to  employees  so as to ensure  the  effective
     transfer of the  business  from  Seattle to Dublin.  A similar  exceptional
     charge of US$1,287,000 arose in 2000 relating to commitments on acquisition
     to make payments to employees.

                                      December 31     December 31    December 31
                                             2001            2000           1999
                                              US$             US$            US$
         Administrative expenses
         -Exceptional                   3,650,000       1,287,000            -
                                       ----------       ---------          -----

17.  NET PROFIT (LOSS) ON DISPOSAL OF ASSETS

     The net profit on  disposal  of assets of  US$1,014,080  for the year ended
     December 31, 1999 is calculated as follows:

                                                               Land &
                                                            Buildings
                                                                  US$
         Disposal proceeds                                  5,783,902
         Fees and expenses                                   (550,873)
                                                              -------

         Net disposal proceeds                              5,233,029
         Net book value of assets disposed                 (4,218,949)
                                                            ---------

         Net profit on disposal of assets before taxation   1,014,080
         Taxation                                                  -
                                                            ---------

         Net profit on disposal of assets after taxation    1,014,080
                                                            ---------

     In December 1999, the Company entered into a sale and leaseback transaction
     for the disposal of its factory and offices at Bray, Co. Wicklow,  Ireland.
     Under the terms of the  transaction,  the  Company  entered  into a 20 year
     operating lease at an annual rent of (euro)392,337 (US$347,940).

                                       49
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)

18.  INCOME TAXES

     (a)  The charge for  taxation  based on the profit on ordinary  activities,
          comprises:

                                               December 31         December31
                                                      2001               2000
                                                       US$                US$
              Corporate tax charge
              Ireland                             (190,000)           (53,800)
              United States                       (193,000)          (310,000)
                                                   -------            -------
                                                  (383,000)          (363,800)
                                                   -------            -------
              Deferred tax (charge)/credit
              Ireland                               (7,000)           (95,000)
              United States                        184,000            335,000
                                                   -------            -------
                                                   177,000            240,000
                                                   -------            -------
              Net taxation charge                 (206,000)          (123,800)
                                                   -------            -------

     (b)  The  distribution  of profit on ordinary  activities  before  taxes by
          geographical area was as follows:

<TABLE>
<CAPTION>
                                          December 31        December 31     December 31
                                                 2001               2000            1999
                                                  US$                US$             US$

          <S>                               <C>                <C>             <C>
          Ireland                            (330,612)         2,036,824       3,967,248
          United States                     2,200,662          2,910,441         948,449
          Rest of Europe                     (214,702)              -               -
                                             --------           --------        --------
          Total profits before taxation     1,655,348          4,947,265       4,915,697
                                            ---------          ---------       ---------
</TABLE>

     (c)  The tax effects of temporary differences that give rise to significant
          portions of deferred tax assets  relate  principally  to net operating
          losses.  There was no valuation  allowance  for deferred tax assets at
          December 31, 2001 and 2000.  The  valuation  allowance at December 31,
          1999 was US$865,814.

     (d)  At December  31,  2001,  the Group had no Irish net  operating  losses
          (2000 : losses of  approximately  US$1,100,000).  The  utilisation  of
          these net operating loss  carryforwards  was limited to offset against
          the future profits earned by the Group arising from the same trade and
          in the tax jurisdiction in which they arose.

          At  December  31,  2001,   the  Group  had  U.S.  net  operating  loss
          carryforwards  of  approximately  US$1.9m  for US  federal  income tax
          purposes,  which  will  expire  in  2008 if not  previously  utilised.
          Utilisation of the U.S. net operating loss carryforward may be subject
          to an annual  limitation due to the change in ownership rules provided
          by the  Internal  Revenue  Code of 1986.  This  limitation  and  other
          restrictions  provided by the Internal Revenue Code of 1986 may reduce
          the  net  operating  loss  carryforward  such  that  it  would  not be
          available to offset future taxable income of the U.S. subsidiaries.

                                       50
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)

19.  EARNINGS PER ORDINARY SHARE
(a)  Basic earnings per ordinary share
     Earnings per ordinary  share is computed by dividing the profit on ordinary
     activities after taxation of US$1,449,348 (December 31, 2000,  US$4,823,465
     and December 31, 1999, US$4,915,697) for the financial year by the weighted
     average number of ordinary shares in issue of 40,408,978 (December 31, 2000
     - 37,131,692 and December 31, 1999 - 28,158,184).

(b)  Diluted earnings per ordinary share
     Diluted  earnings per ordinary  share is computed by dividing the profit on
     ordinary  activities  after  taxation of  US$1,449,348  (December 31, 2000,
     US$4,823,465 and December 31, 1999,  US$4,915,697)  for the financial year,
     adjusted  for  debenture  interest  saving of  US$117,894,  by the  diluted
     weighted average number of ordinary shares in issue of 41,994,219 (December
     31, 2000, 40,540,494 and December 31, 1999, 28,990,725).

     The basic weighted average number of shares may be reconciled to the number
     used in the diluted earnings per ordinary share calculation as follows:

<TABLE>
<CAPTION>
                                               December 31        December 31         December 31
                                                      2001               2000                1999

   <S>                                          <C>                <C>                 <C>
    Basic earnings per share denominator        40,408,978         37,131,692          28,158,184
    Issuable on exercise of options                711,952          2,506,024             832,541
    Issuable on conversion of debenture            873,289            902,778                 -
                                                   -------            -------                ----
    Diluted earnings per share denominator      41,994,219         40,540,494          28,990,725
                                                ----------         ----------          ----------
</TABLE>

20.  SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

<TABLE>
<CAPTION>
                                                  December 31        December 31         December 31
                                                         2001               2000                1999
                                                          US$                US$                 US$
     <S>                                            <C>                <C>                 <C>
     (a)   Purchase of tangible fixed assets
             Additions to tangible fixed assets     1,343,370          1,349,580           1,917,860
             Less new finance leases                    -               (175,659)           (472,132)
                                                    ---------          ---------           ---------
                                                    1,343,370          1,173,921           1,445,728
                                                    ---------          ---------           ---------
</TABLE>

     (b)   Management of liquid resources

     Cash flows from the use of liquid resources in 2001 arose from the movement
     of cash  to  fixed  deposit  accounts.  Cashflows  from  the use of  liquid
     resources in 2000 arose from the sale of equity  investments of US$127,500,
     less the purchase of equity  investments  of US$49,685.  Cashflows from the
     use of liquid  resources in 1999 arose from the sale of equity  investments
     of US$62,422, less the placing of US$334,334 cash on deposit.

     (c)   Impact of acquisitions on cash flow headings

     The operating  results of the Amerlex  hormone  business of Ortho  Clinical
     Diagnostics  acquired on October 19, 2001 contributed  US$41,148 to the net
     cash inflow from operating activities of the Group.

                                       51
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)

<TABLE>
<CAPTION>
21.  RECONCILIATION OF OPERATING                                 December 31        December 31         December 31
     PROFIT TO NET CASH INFLOW                                          2001               2000                1999
     FROM OPERATING ACTIVITIES                                           US$                US$                 US$
    <S>                                                           <C>                <C>                 <C>
     Operating profit                                              2,180,267          5,215,961           5,165,397
     Depreciation and amortisation                                 2,674,321          1,960,726           1,504,533
     Disposal of investments                                            -               (37,465)            (62,422)
     Exceptional administrative expenses                           2,850,000          1,287,000                -
     Decrease/(increase) in debtors and prepayments                1,525,800          1,074,798            (490,758)
     Decrease in creditors                                        (1,818,268)        (1,209,806)         (2,105,989)
     (Increase)/decrease in inventory                             (1,930,323)        (4,501,435)            538,120
     Translation adjustments                                         148,951           (565,653)            (73,329)
                                                                   ---------           --------              ------

     Net cash inflow from operating activities                     5,630,748          3,224,126           4,475,552
                                                                   ---------          ---------           ---------
</TABLE>

<TABLE>
<CAPTION>
22.  ANALYSIS OF NET DEBT

                                December 31       Cashflow  Acquisitions/        Non-cash       Exchange    December 31
                                       2000                     disposals         changes      movements           2001
                                        US$            US$            US$             US$            US$            US$

     <S>                         <C>            <C>                  <C>             <C>            <C>      <C>
     Cash                         3,381,779     (1,366,935)          -               -              -         2,014,844
     Liquid resources               893,816      2,373,316           -               -              -         3,267,132

                                  4,275,595      1,006,381           -               -              -         5,281,976
     Long term debt
        - current portion        (2,574,185)       164,428           -               -              -        (2,409,757)
     Long term debt              (1,033,258)    (4,994,391)          -               -              -        (6,027,649)
     Finance leases                (536,939)       310,076           -               -              -          (226,863)
     Convertible debentures      (1,625,000)       625,000           -               -              -        (1,000,000)
     Promissory note               (350,000)       350,000           -               -              -              -
                                    -------        -------        -------         -------        -------        -------
     Net debt                    (1,843,787)    (2,538,506)          -               -              -        (4,382,293)
                                  ---------      ---------        -------         -------        -------      ---------
</TABLE>

<TABLE>
<CAPTION>
                                December 31       Cashflow  Acquisitions/        Non-cash       Exchange    December 31
                                       1999                     disposals         changes      movements           2000
                                        US$            US$            US$             US$            US$            US$
     <S>                         <C>             <C>           <C>              <C>                 <C>      <C>
     Cash                         2,092,812      1,288,967           -               -              -         3,381,779
     Liquid resources               971,631        (77,815)          -               -              -           893,816

                                  3,064,443      1,211,152           -               -              -         4,275,595
     Long term debt
        - current portion        (2,967,595)       737,160       (343,750)           -              -        (2,574,185)
     Long term debt              (4,255,857)     4,178,849       (956,250)           -              -        (1,033,258)
     Finance leases                (653,118)       291,838           -           (175,659)          -          (536,939)
     Convertible debentures      (3,500,000)          -              -          1,875,000           -        (1,625,000)
     Promissory note                   -              -              -           (350,000)          -          (350,000)
                                  ---------      ---------      ---------       ---------        -------      ---------
     Net debt                    (8,312,127)     6,418,999     (1,300,000)      1,349,341           -        (1,843,787)
                                 ----------      ---------     ----------       ---------        -------     ----------
</TABLE>

                                       52
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)

22.  ANALYSIS OF NET DEBT (Continued)

<TABLE>
<CAPTION>
                                December 31       Cashflow   Acquisitions        Non-cash       Exchange    December 31
                                       1998                                       changes      movements           1999
                                        US$            US$            US$             US$            US$            US$
     <S>                         <C>            <C>               <C>          <C>                <C>        <C>
     Cash                           664,361      1,428,451           -               -              -         2,092,812
     Liquid resources               699,719        334,334        (62,422)           -              -           971,631

                                  1,364,080      1,762,785        (62,422)           -              -         3,064,443
     Long term debt
        - current portion        (2,306,443)     1,186,446           -         (1,847,598)          -        (2,967,595)
     Long term debt              (6,400,832)       297,377           -          1,847,598           -        (4,255,857)
     Finance leases                (429,530)       203,164           -           (472,132)        45,380       (653,118)
     Convertible debentures        (447,994)    (3,500,000)          -            447,994           -        (3,500,000)
                                    -------     ----------        -------         -------         ------      ---------
     Net debt                    (8,220,719)       (50,228)       (62,422)        (24,138)        45,380     (8,312,127)
                                 ----------        -------        -------         -------         ------     ----------
</TABLE>

23.  ACQUISITION OF BUSINESSES

     On October 19, 2001 the Group  purchased  the Amerlex  hormone  business of
     Ortho Clinical  Diagnostics for a total  consideration  of US$877,797.  The
     consideration  was  satisfied  in cash.  Acquisition  expenses  amounted to
     US$94,860.  On December 21, 2001 the Group acquired the assets and goodwill
     of  the  Biopool   hemostasis   business  for  a  total   consideration  of
     US$6,409,329  satisfied  in cash and deferred  consideration.  The deferred
     consideration   of  US$2,591,500   is  payable  in  three   instalments  of
     US$855,200, US$1,166,200 and US$570,100 on December 21, 2002, 2003 and 2004
     respectively.  The deferred  consideration is not conditional on any future
     event. Total acquisition expenses amounted to US$159,329.

                                        Ortho        Biopool          Total
                                          US$            US$            US$

     Working capital                     -          (136,000)      (136,000)
                                      -------      ---------      ---------
     Net assets/(liabilities) at
       fair value                        -          (136,000)      (136,000)
     Goodwill                         877,797      6,545,329      7,423,126
                                      -------      ---------      ---------
     Consideration                    877,797      6,409,329      7,287,126
                                      -------      ---------      ---------
     Satisfied by:
     Cash payments including costs    877,797      3,817,829      4,695,626
                                      -------      ---------      ---------
     Net cash outflow                 877,797      3,817,829      4,695,626
     Deferred consideration              -         2,591,500      2,591,500
                                      -------      ---------      ---------
    Consideration                     877,797      6,409,329      7,287,126
                                      -------      ---------      ---------

                                       53
<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)

23.  ACQUISITION OF BUSINESSES (Continued)

     Goodwill  capitalised  during the year in respect  of  acquired  businesses
     amounted to US$7,423,126 and comprises:

<TABLE>
<CAPTION>
                                                Fair
                               Book             Value            Fair
                             Values        Adjustment            Value     Consideration          Goodwill
                                US$               US$              US$               US$               US$
     <S>                  <C>              <C>                <C>             <C>               <C>
     Ortho
                               -                 -                -             (877,797)         (877,797)
                          ---------         ---------          -------          --------          --------
     Biopool
     Working capital      3,022,000        (3,158,000)*       (136,000)
                          ---------         ---------          -------         ---------         ---------
                          3,022,000        (3,158,000)        (136,000)       (6,409,329)       (6,545,329)
                          ---------        -----------        ---------        ---------         ---------
     Total                3,022,000        (3,158,000)        (136,000)       (7,287,126)       (7,423,126)
                          ---------        ----------         --------        ----------        ----------
</TABLE>

     The book values of the assets and  liabilities  shown above have been taken
     from management  accounts and other information of the acquired  businesses
     at the dates of acquisitions.

     The fair  value  adjustments  above  principally  arise for the  following
     reasons:

     *Write-down of inventories and  receivables  following an assessment of the
     realisable value of inventories and the collectability of receivables.

     On February 29, 2000 the Group purchased Mardx  Diagnostics Inc for a total
     consideration of US$4,208,279.  The consideration was satisfied by cash and
     the  issue  of  `A'  Ordinary  Shares.  Acquisition  expenses  amounted  to
     US$244,992.  On December 8, 2000 the Group acquired the assets and goodwill
     of Bartels Inc for a total consideration of US$9,463,974 satisfied by cash,
     the issue of `A' Ordinary Shares and a promissory note.  Total  acquisition
     expenses amounted to US$158,874.

                                          Mardx         Bartels           Total
                                            US$             US$             US$

     Tangible fixed assets               72,306            -             72,306
     Working capital                    660,458         750,000       1,410,458
     Long-term debt                    (956,250)           -           (956,250)
                                       --------         -------        --------
     Net assets/(liabilities)
       at fair value                   (223,486)        750,000         526,514
     Goodwill                         4,431,765       8,713,974      13,145,739
                                      ---------       ---------      ----------
     Consideration                    4,208,279       9,463,974      13,672,253
                                      ---------       ---------      ----------
     Satisfied by:
     Cash payments including costs    2,044,992       5,923,974       7,968,966
                                      ---------       ---------       ---------
     Net cash outflow                 2,044,992       5,923,974       7,968,966
     Promissory Note                       -            350,000         350,000
     Issue of  `A' Ordinary Shares    2,163,287       3,190,000       5,353,287
                                      ---------       ---------       ---------
     Consideration                    4,208,279       9,463,974      13,672,253
                                      ---------       ---------      ----------

                                       54
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)

23.  ACQUISITION OF BUSINESSES (Continued)

     Goodwill capitalised during 2000 in respect of acquired businesses amounted
     to US$13,145,739 and comprised:

<TABLE>
<CAPTION>

                                             Fair
                               Book          Value             Fair
                             Values     Adjustment            Value     Consideration        Goodwill
                                US$            US$              US$               US$             US$
    <S>                   <C>             <C>              <C>            <C>             <C>
    Mardx
    Tangible fixed assets   572,306       (500,000)*         72,306
    Working capital         910,458       (250,000)*        660,458
    Long-term debt         (956,250)             -         (956,250)
                           --------       --------         --------

                            526,514       (750,000)        (223,486)       (4,208,279)     (4,431,765)
                            -------       --------         --------        ----------      ----------
    Bartels
    Working capital         959,478       (209,478)*        750,000
                            -------       --------          -------

                            959,478       (209,478)         750,000        (9,463,974)     (8,713,974)
                            -------       --------          -------        ----------      ----------

    Total                 1,485,992       (959,478)         526,514       (13,672,253)    (13,145,739)
                          ---------       --------          -------       -----------     -----------
</TABLE>

     The book value of the assets and  liabilities  shown  above have been taken
     from management  accounts and other information of the acquired  businesses
     at the date of acquisition.

     * The fair value  adjustments  above  principally  arise for the  following
     reasons:
     Write-down  of fixed  assets,  inventories  and  receivables  following  an
     assessment of the continuing  economic  contribution  of fixed assets,  the
     realisable  value  of  inventories  and  the   collectability  of  accounts
     receivable.

     Following the completion of the fair value  exercises in 2001 in respect of
     the  acquisitions  made during 2000,  amendments have been made to the fair
     values reported in last year's statements. The difference has been taken as
     an adjustment to goodwill on  acquisition.  Provisional and final values of
     net assets acquired and consideration paid are as follows:

<TABLE>
<CAPTION>
                                   Provisional      Adjustments       Adjustments             Final
                                    fair value    to net assets          to costs        fair value
                                          2000             2001              2001              2001
                                           US$              US$               US$               US$
     <S>                            <C>                 <C>               <C>            <C>
     Mardx
     Tangible fixed assets              72,306                -                 -            72,306
     Working Capital                   660,458                -                 -           660,458
     Long-term debt                   (956,250)               -                 -          (956,250)
                                    ----------          -------           -------        ----------
     Net assets                       (223,486)               -                 -          (223,486)
                                    ----------          -------           -------        ----------
     Consideration and costs        (4,208,279)               -                 -        (4,208,279)
                                    ----------          -------           -------        ----------
     Bartels
     Working capital                   750,000          127,090                 -           877,090
                                    ----------          -------           -------        ----------
     Consideration and costs        (9,463,974)               -           (81,762)       (9,545,736)
                                    ----------          -------           -------        ----------
</TABLE>

                                       55
<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)

23.  ACQUISITION OF BUSINESSES (Continued)

     During 1998,  the Group  acquired the  Microzyme  and EZ Bead product lines
     from Diatech  Diagnostics  Inc, the Macra Lp(a) product line from Strategic
     Diagnostics Inc, the Microtrak Chlamydia product line from Dade Behring Inc
     and the HIV product lines from Cambridge  Diagnostics  Ireland  Limited,  a
     subsidiary  of Selfcare  Inc.  Following  the  completion of the fair value
     exercises in 1999,  amendments were made to the fair values reported in the
     financial  statements  for the year ended December 31, 1998. The difference
     was taken as an  adjustment  to goodwill on  acquisition.  Provisional  and
     final values of net assets acquired and consideration paid are as follows:

<TABLE>
<CAPTION>
                                   Provisional     Consideration      Adjustments           Total             Final
                                   fair value          and costs    to net assets     adjustments        fair value
                                          1998        adjustment             1999     to goodwill              1999
                                           US$               US$              US$             US$               US$
     <S>                            <C>                 <C>            <C>             <C>             <C>
     Microzyme
     Consideration and costs        (2,139,059)         (127,263)            -           (127,263)       (2,266,322)
                                    ----------          --------         --------        --------        ----------
     Lp(a)
     Consideration and costs        (1,854,824)          465,744             -            465,744        (1,389,080)
                                    ----------          --------         --------        --------        ----------
     MicroTrak
     Tangible fixed assets              40,970              -                -               -               40,970
     Working capital                 3,818,909              -          (1,495,478)     (1,495,478)        2,323,431
                                     ---------          --------       ----------      ----------         ---------
     Net Assets                      3,859,879              -          (1,495,478)     (1,495,478)        2,364,401
                                     ---------          --------       ----------      ----------         ---------
     Consideration and costs        (12,995,559)        (970,800)            -           (970,800)     (13,966,359)

     Cambridge
     Working capital                   837,778              -            (284,900)       (284,900)          552,878
                                      --------          --------         --------        --------          --------
     Net Assets                        837,778              -            (284,900)       (284,900)          552,878
                                      --------          --------         --------        --------          --------
     Consideration and costs        (4,269,843)         (357,138)            -           (357,138)       (4,626,981)
</TABLE>

24.  COMMITMENTS AND CONTINGENCIES

(a)  Capital Commitments
     The capital commitments of the Group were as follows:

                                      31 December     31 December    31 December
                                             2001            2000           1999
                                              US$             US$            US$

     Contracted for                          -               -              -
     Authorised, not contracted for          -            400,000        350,000
                                          -------         -------        -------
                                             -            400,000        350,000
                                          -------         -------        -------

                                       56
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)

24.  COMMITMENTS AND CONTINGENCIES (Continued)

(b)  Operating lease commitments payable during the next twelve months amount to
     US$936,101 (2000:  US$876,053) payable on leases of buildings at Dublin and
     Bray, Ireland and Carlsbad,  California.  US$366,335 of the operating lease
     commitments  total  relates  to leases  whose  remaining  term will  expire
     between two and five years and the balance of US$569,766  relates to leases
     which expire after more than five years.

     Future minimum operating and finance lease commitments with non cancellable
     terms in excess of one year are as follows:

                                              Operating Leases    Finance Leases
                                                       US$               US$
         2002                                      936,101           202,208
         2003                                      936,101            34,940
         2004                                      872,601            10,350
         2005                                      794,322              -
         Later years                             7,427,254              -
         Interest element of finance leases           -              (20,635)
                                                ----------           -------
                                                10,966,379           226,863
                                                ----------           -------

(c)  Under agreements between the Group and Enterprise Ireland, grants amounting
     to  US$290,389  (2000:  US$520,721)  are  receivable  which may be revoked,
     cancelled or abated in certain circumstances.

(d)  Under agreements between the Group and Enterprise Ireland, a loan amounting
     to  US$220,411  (2000:  US$305,481)  is payable which may be required to be
     repaid immediately in certain circumstances.

(e)  Under an  agreement  reached  in  November  2000,  between  the  Group  and
     Enterprise  Ireland,  grants  of  US$605,680  are  payable  in the event of
     predefined  employment  targets being achieved.  As part of this agreement,
     Enterprise  Ireland could  subscribe for `A' Ordinary Shares of the Company
     up to a value of  US$976,320 at a share price 10% below the market price of
     the  Company's  shares.  In December  2000  Enterprise  Ireland  subscribed
     US$501,120 of this amount for 239,198 `A' Ordinary Shares of the Company.

(f)  As a result of the  disposal  by the Group of its  interest  in the  supply
     agreement  between  Warner Lambert Inc.,  Applied  Biotech Inc. and Trinity
     Biotech Inc., certain future events may result in additional  consideration
     being paid to the Group.  No amounts  have been  reflected  in this  year's
     financial  statements  due to the  uncertainty  relating to this  potential
     additional consideration.

(g)  The Company has guaranteed the bank  borrowings of subsidiary  undertakings
     to the amount of US$1,856,159.

(h)  Pursuant to the provisions of Section 17, Companies  (Amendment) Act, 1986,
     the Company has guaranteed the liabilities of Trinity Biotech Manufacturing
     Limited,  a  subsidiary  undertaking  in the  Republic of Ireland,  for the
     financial  year to  December  31, 2001 and,  as a result,  this  subsidiary
     undertaking  has been  exempted  from the filing  provisions  of Section 7,
     Companies (Amendment) Act, 1986.

(i)  The Company's bank  borrowings  are secured by a fixed and floating  charge
     over the assets of the Company.  The Company has also given  security  over
     certain US assets, subordinate to existing banking arrangements,  to Xtrana
     Inc relating to the deferred  consideration  due as part of the acquisition
     of the Biopool hemostasis business.

                                       57
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)

25.  SIGNIFICANT CONCENTRATIONS AND BUSINESS RISKS

     The  Group  maintains  cash and cash  equivalents  with  various  financial
     institutions.  These  financial  institutions  are  located  in a number of
     countries  and  Company  policy is  designed  to limit  exposure to any one
     institution.  The Company  performs  periodic  evaluations  of the relative
     credit standing of those financial institutions.

     The  carrying  amount  reported  in the  balance  sheet  for  cash and cash
     equivalents approximates its fair value.

     Due to the large  numbers of customers and the  geographical  dispersion of
     these customers,  the Group has no significant  concentrations  of accounts
     receivable.

26.  PENSION SCHEME

     The Group operates a defined  contribution pension scheme for its full-time
     employees.  The  benefits  under this scheme are financed by both Group and
     employee  contributions.  Total  contributions  made  by the  Group  in the
     financial year and charged against income amounted to US$583,065  (December
     31, 2000,  US$547,475 and December 31, 1999,  US$330,627).  This represents
     the total cost to the Group of the pension  scheme for the  financial  year
     and as such it was not necessary to accrue or prepay pension  contributions
     at the year end.

27.  RELATED PARTY TRANSACTIONS

     The Company has entered into  various  arrangements  with JRJ  Investments,
     (JRJ) a partnership  owned by Mr. O'Caoimh and Dr. Walsh,  directors of the
     Company,  to provide for current and  potential  future needs to extend its
     premises at IDA Business Park, Bray, Co. Wicklow,  Ireland.  It has entered
     into an agreement  with JRJ pursuant to which the Company has taken a lease
     of premises  adjacent to the existing  facility for a term of 20 years at a
     rent of  (euro)7.62  per square foot ("the Current  Extension").  The lease
     commenced on the newly completed  25,000 square foot building in July 2000.
     The Company  also  envisages  that a further  premises may  potentially  be
     required by it and, for that purpose,  has entered into a four years eleven
     month lease at  (euro)28,568  per annum over  adjacent  lands with JRJ. The
     Company has further  entered  into an option with JRJ  exercisable  for the
     next two  years  under  which it may  require  JRJ to  construct  a further
     premises, as may be specified by the Company, on such lands. If this option
     is exercised, the Company will be obliged to take a 20 year lease (on terms
     similar to that for the Current  Extension)  in respect of such  additional
     premises.  Independent Valuers have advised the Company that the rent fixed
     in respect of the Current  Extension  and the adjacent  lands  represents a
     fair market rent. The rent for any future property  constructed will be set
     at the then open market value. The Company and its directors (excepting Mr.
     O'Caoimh and Dr.  Walsh who express no opinion on this point)  believe that
     the arrangements  entered into represent the most favourable basis on which
     the Company can meet its ongoing requirements for premises.

28.  DERIVATIVES AND FINANCIAL INSTRUMENTS

     The Group  uses a range of  financial  instruments  (including  cash,  bank
     borrowings,   convertible  debentures  and  finance  leases)  to  fund  its
     operations. These instruments are used to manage the liquidity of the Group
     in a cost effective,  low-risk manner.  Working capital management is a key
     additional element in the effective  management of overall  liquidity.  The
     Group does not trade in financial instruments or derivatives.

     The main risks arising from the utilization of these financial  instruments
     are interest rate risk, liquidity risk and foreign exchange risk.

     Interest Rate Risk
     The Group borrows in appropriate  currencies at floating rates of interest.
     Year-end   borrowings,   net  of   cash,   totalled   US$4,375,840   (2000:
     US$1,600,595)  at interest  rates ranging from 4.52% to 7.50% and including
     US$1,309,607  of fixed rate debt at interest rates ranging from 5% to 7.50%
     (2000:  US$1,625,000  at 7.50%).  In broad terms,  a  one-percentage  point
     increase  in interest  rates  would  increase  the net  interest  charge by
     US$81,000.

                                       58
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)

28.  DERIVATIVES AND FINANCIAL INSTRUMENTS (Continued)

     Liquidity Risk
     The Group's  operations  are cash  generating.  Short term  flexibility  is
     achieved with overdraft facilities.

     Foreign Exchange Risk
     The vast bulk of the Group's  activities  are conducted in US Dollars.  The
     primary  foreign  exchange  risk arises from the  fluctuating  value of the
     Group's  Euro  expenses as a result of the  movement in the  exchange  rate
     between the US Dollar and the Euro.  Arising from this, the Group pursues a
     formalised  treasury  policy which aims to sell US Dollars forward to match
     uncovered  Euro  expenses at exchange  rates lower than  budgeted  exchange
     rates.  With an  increasing  level of Euro  denominated  sales,  the  Group
     anticipates  that,  over the next three years,  a higher  proportion of its
     non-US Dollar expenses will be matched by non-US Dollar revenues.

     The disclosures below exclude short term accounts receivable and payable
     ------------------------------------------------------------------------

     Interest Rate Profile of Financial Liabilities

     The  interest  rate profile of  financial  liabilities  of the Group was as
     follows:

                                                      December 31    December 31
                                                             2001           2000
                                                              US$            US$
Financial liabilities on which no interest is paid        220,411        663,042
Floating rate financial liabilities                     8,127,798      3,588,148
Fixed rate financial liabilities                        1,309,607      1,625,000
                                                        ---------      ---------
                                                        9,657,816      5,876,190
                                                        ---------      ---------

     Financial  liabilities  on which no interest is paid,  comprise  loans from
     unconnected third parties and have a weighted average period until maturity
     of 1 year.

     Floating  rate  financial   liabilities   comprise   overdrafts  and  other
     borrowings  that bear interest at rates of between  4.52% and 7.50%.  These
     overdrafts and borrowings are provided by financial institutions at margins
     ranging from 1% to 2.57% over interbank rates.

                                                    December 31    December 31
     Fixed rate financial liabilities                      2001           2000
     - weighted average interest rate                     7.26%          7.50%
     - weighted average period for which
         rate is fixed                               1.72 years     1.62 years

     Maturity of Financial Liabilities
     The maturity profile of the Group's financial liabilities was as follows:

                                                     December 31   December 31
                                                            2001          2000
                                                             US$           US$
   In one year or less, or on demand                   3,630,167     3,842,932
   In more than one year, but not more than two        1,753,534     1,737,049
   In more than two years, but not more than five      4,127,300       296,209
   In more than five years                               146,815             -
                                                       ---------     ---------
                                                       9,657,816     5,876,190
                                                       ---------     ---------
     Fair Values of Financial Liabilities
     There is no significant  difference between the fair value and the carrying
     value of the Group's  financial  assets and  liabilities as at December 31,
     2001.

29.  DIFFERENCES BETWEEN IRISH AND US GENERALLY ACCEPTED
     ACCOUNTING PRINCIPLES
     The  Consolidated  Financial  Statements  are prepared in  accordance  with
     accounting principles generally accepted in the Republic of Ireland ("Irish
     GAAP"),  which  differ in  certain  significant  respects  from  accounting
     principles  generally  accepted  in the United  States ("US  GAAP").  These
     differences  relate  principally  to the  following  items and the material
     adjustments are shown in the table set out below;

 (a) Goodwill:
     In  prior  years  under  Irish  GAAP,   goodwill  was  either  written  off
     immediately on completion of the acquisition against  shareholders' equity,
     or  capitalised  in the  balance  sheet and  amortised  through  the income
     statement on a systematic  basis over its useful  economic life. From 1998,
     goodwill must be capitalised  and amortised over the period of its expected
     useful  life,  however,  historic  goodwill  continues  to remain an offset
     against shareholders'

                                       59
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)

29.  DIFFERENCES BETWEEN IRISH AND US GENERALLY ACCEPTED
     ACCOUNTING PRINCIPLES (Continued)

     equity.  Under  US GAAP,  accounting  for  goodwill  as an  offset  against
     shareholders' equity is not permitted;  rather,  goodwill must be amortised
     over the period of its expected useful life, subject to a maximum write off
     period of 40 years, through the income statement. A useful life of 10 years
     has been adopted for the purposes of the reconciliation.

     In June 2001, the US Financial  Accounting  Standards Board ("FASB") issued
     Statement  of  Financial   Accounting   Standard   ("SFAS")  141  "Business
     Combinations" and SFAS 142 "Goodwill and Other Intangible Assets",  both of
     which are effective  for fiscal years  beginning  after  December 15, 2001.
     Under the new rules,  goodwill  will no longer be amortised  under US GAAP,
     but will be  subject  to annual  impairment  tests in  accordance  with the
     statements.  Under  the  transitional  arrangements  set out in  SFAS  142,
     goodwill arising on acquisitions completed after June 30, 2001 has not been
     amortised  for  US  GAAP  purposes,  and  the  goodwill  adjustment  in the
     reconciliation on page 60 includes a reduction of US$10,972 to the goodwill
     amortisation charge under Irish GAAP in respect of these acquisitions.

     The Group will apply the new rules on  accounting  for  goodwill  and other
     intangible  assets beginning  January 1, 2002.  During 2002, the Group will
     perform  the  first  of the  required  impairment  tests  of  goodwill  and
     indefinite-lived  intangible  assets as of  January 1, 2002 and has not yet
     determined  what the  effect of these  tests  will be on the  earnings  and
     financial position of the Group.

 (b) Cash Flow Statements:
     The consolidated  statement of cashflows prepared under Irish GAAP presents
     substantially  the same  information  as required  under US GAAP by SFAS 95
     "Statement of Cash Flows". This standard differs,  however,  with regard to
     the  classification  of items  within the  statements  and as  regards  the
     definition of cash equivalents.

     Under US GAAP,  cash  equivalents  would not include bank  overdrafts.  The
     movements on such bank  overdrafts are required to be included in financing
     activities  under  SFAS 95.  Under US GAAP short  term  investments  with a
     maturity of three months or less at the date of acquisition are included in
     cash equivalents. Under Irish GAAP, movements in short term investments are
     classified as management of liquid resources.  Under Irish GAAP, cash flows
     are presented separately for operating  activities,  returns on investments
     and servicing of finance,  dividends received from associated undertakings,
     taxation,  capital expenditure and financial  investment,  acquisitions and
     disposals,  equity  dividends  paid,  management  of liquid  resources  and
     financing.  US GAAP,  however,  requires only three categories of cash flow
     activity to be reported:  operating,  investing and  financing.  Cash flows
     from  taxation and returns on  investments  and  servicing of finance shown
     under Irish GAAP would, with the exception of preference dividends paid, be
     included as operating  activities  under US GAAP.  The payment of dividends
     would be  included as a financing  activity  under US GAAP.  Under US GAAP,
     capitalised  interest  is treated as part of the cost of the asset to which
     it relates and is thus  included  as part of  investing  cash flows;  under
     Irish GAAP all  interest is treated as part of returns on  investments  and
     servicing of finance.

 (c) Share Capital Not Paid:
     Under Irish GAAP,  unpaid share capital is classified as a receivable under
     current assets.  Under US GAAP, share capital receivable should be reported
     as a reduction to  Shareholders'  Equity.  Unpaid share capital at December
     31, 2001, is US$291,211 (2000 : US$278,525).

 (d) Statement of Comprehensive Income:
     The Company  prepares a "Statement  of Total  Recognised  Gains and Losses"
     which is essentially  the same as the "Statement of  Comprehensive  Income"
     required  under US GAAP.  SFAS 130 requires  disclosure  of the  cumulative
     amounts of other comprehensive income. Comprehensive income was US$247,767,
     US$1,072,305 and US$708,780 for the years ended December 31, 2001, 2000 and
     1999 respectively.

 (e) Pre-Paid Offering Expenses:
     Under Irish GAAP,  share issue expenses  arising as a result of fundraising
     activities,  where  no  funds  have yet been  raised,  may be  included  in
     prepayments  and written off to share  premium on the  finalisation  of the
     fundraising.  Under US GAAP, if the  fundraising  has been  suspended for a
     period of more than 90 days,  the costs must be  expensed to the profit and
     loss account.

                                       60
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)
29.  DIFFERENCES BETWEEN IRISH AND US GENERALLY ACCEPTED
     ACCOUNTING PRINCIPLES (Continued)

 (f) Sale and Leaseback:
     Under Irish GAAP, the Company's sale and leaseback  transaction  which took
     place in December 1999 was treated as a disposal of assets with the gain on
     the disposal of US$1,014,080  being credited to the profit and loss account
     in the period of the  transaction.  Under US GAAP,  this amount is deferred
     and  released to the profit and loss  account  over the period of the lease
     (20 years).

 (g) Deferred Income Taxes:
     Under Irish  GAAP,  deferred  income  taxes are  provided  only where it is
     probable  that  the  taxation   liability  will   crystallise   within  the
     foreseeable  future.  Under  SFAS  109 -  "Accounting  for  Income  Taxes",
     deferred  taxation  is  computed  using the  liability  method  under which
     deferred  income tax liabilities are fully provided and deferred tax assets
     are  recognised  to the extent that their  realisation  is more likely than
     not. In addition, deferred taxation would also be provided under US GAAP on
     the  difference  between  the  accounting  and  tax  bases  of  assets  and
     liabilities of subsidiaries acquired.

 (h) Minority Interests:
     Under  Irish  GAAP,  minority  interests  are  included  as  a  portion  of
     Shareholders'  Equity.  Under US GAAP, minority interests are excluded from
     Shareholders' Equity.

 (i) Sales on Extended Credit Terms:
     In 2000 the Company made certain sales on extended  credit terms.  Under US
     GAAP, SAB 101 "Revenue Recognition in Financial Statements",  such sales on
     extended  credit  terms would not be  recognisable  as revenue.  No similar
     provisions  exist under Irish GAAP to preclude revenue  recognition.  Sales
     were not made on extended credit terms in 2001.

 (j) Restructuring Costs:
     Under  Irish  GAAP,  certain   provisions  made  for  restructuring   costs
     (principally  payments to employees)  incurred as a result of  acquisitions
     would not be recognisable under US GAAP, because EITF 95-3, "Recognition of
     Liabilities in Connection with a Purchase Business Combination", would also
     not permit such costs to be included in the purchase  price  allocation but
     contains  more  stringent  criteria  for  expense  recognition,   and  such
     restructuring costs will be expensed in the subsequent period.

 (k) Research and Development:
     Under US GAAP, SFAS 2,  "Accounting  for Research and  Development  Costs",
     requires  development  costs to be written-off in the year of  expenditure.
     Under Irish GAAP, development  expenditure on projects whose outcome can be
     assessed with reasonable certainty as to technical feasibility,  commercial
     viability and recovery of costs through future revenues, are capitalised at
     cost within intangible assets.

 (l) Stock-based compensation expense:
     US GAAP, as set forth in APB 25 and SFAS 123  "Accounting  for  Stock-Based
     Compensation",  and FIN 44 "Accounting for Certain  Transactions  Involving
     Stock  Compensation"  requires stock options issued to  non-employees to be
     valued at fair value and  compensation  cost to be recognised based on that
     fair value.

 (m) Derivatives and financial instruments
     In June  1998,  the FASB  issued  SFAS No 133  "Accounting  for  Derivative
     Instruments  and Hedging  Activities".SFAS  133 requires  that (for US GAAP
     purposes  only) all  derivatives be recognised on the balance sheet at fair
     value.  Derivatives which are not hedges or where hedge correlation  cannot
     be demonstrated must be adjusted to fair value through income.

 (n) Contingent Consideration:
     Under Irish GAAP,  consideration  for the  purchase of a business  which is
     contingent on one or more future  events,  may be estimated and included as
     part of the overall cost at the time of purchase and then  adjusted to take
     account of the future events.  Under US GAAP, this consideration  would not
     be included in the purchase price until the amount could be calculated with
     certainty

                                       61
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)
29.  DIFFERENCES BETWEEN IRISH AND US GENERALLY ACCEPTED
     ACCOUNTING PRINCIPLES (Continued)

<TABLE>
<CAPTION>
     CUMULATIVE EFFECT ON                                   December 31         December 31           December 31
     SHAREHOLDERS' EQUITY                                          2001                2000                  1999
                                                                    US$                 US$                   US$
     <S>                                                     <C>                 <C>                   <C>
     Total shareholders' equity before
        minority interests under Irish GAAP                  56,221,625          54,732,703            22,954,066
     US GAAP adjustments:
     Goodwill                                                 8,098,782          10,265,482            12,407,417
     Share capital not paid                                    (291,211)           (278,525)             (419,061)
     Adjustment for amortisation of
           contingent consideration                                -                   -                   26,850
     Adjustment for pre-paid offering expenses                     -                   -                 (226,007)
     Adjustment for sale and leaseback                         (912,672)           (963,376)           (1,014,080)
     Adjustment for sales on extended credit                       -                (35,000)                 -
     Adjustment for restructuring costs                       2,850,000           1,222,203
     Adjustment for research and development costs           (1,910,083)         (1,028,373)                 -
     Adjustment for fair value of derivative instruments         14,585               -                      -
     Other                                                      293,876             (55,916)                 -
                                                               --------            --------              --------
     Shareholders' equity under US GAAP                      64,364,902          63,859,198            33,729,185
                                                             ----------          ----------            ----------

     EFFECT ON NET PROFIT                                   December 31         December 31           December 31
                                                                   2001                2000                  1999
                                                                    US$                 US$                   US$
     Profit on ordinary activities after taxation
       under Irish GAAP                                       1,449,348           4,823,465             4,915,697
     US GAAP adjustments:
     Goodwill amortisation                                   (2,166,700)         (2,141,935)           (2,713,668)
     Adjustment for amortisation of
           contingent consideration                                -                   -                   26,850
     Adjustment for pre-paid offering expenses                     -                   -                 (226,007)
     Adjustment for sale and leaseback                           50,704              50,704            (1,014,080)
     Adjustment for sales on extended credit                     35,000             (35,000)                 -
     Adjustment for restructuring costs                       1,627,797           1,222,203                  -
     Adjustment for research and development costs             (881,710)         (1,028,373)                 -
     Adjustment for stock compensation                             -               (909,062)                 -
     Adjustment for fair value of derivative instruments         14,585                -                     -
     Other                                                      164,792            (314,044)                 -
                                                               --------            --------              --------
     Profit under US GAAP                                       293,816           1,667,958               988,792
                                                               --------           ---------              --------
     Profit per ordinary share (US cents)                          0.73                4.49                  3.51
     Diluted profit per ordinary share (US cents)                  0.98                4.11                  3.41
     Weighted average number of ordinary shares used
     in computing basic earnings per ordinary share          40,408,978          37,131,692            28,158,184
     Diluted weighted average number of ordinary shares
     used in computing diluted profit per ordinary share     41,994,219          40,540,494            28,990,725
</TABLE>

                                       62
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001(Continued)
29.  DIFFERENCES BETWEEN IRISH AND US GENERALLY ACCEPTED
     ACCOUNTING PRINCIPLES (Continued)
<TABLE>
<CAPTION>
                                                                                              Year ended
Consolidated Statements of Cash Flows                              December 31              December 31           December 31
                                                                          2001                     2000                  1999
                                                                           US$                      US$                   US$
<S>                                                                 <C>                      <C>                   <C>
Operating Activities
Net profit under Irish GAAP                                          1,449,348                4,823,465             4,915,697
Adjustments to reconcile net profit to cash
provided by operating activities;
Depreciation and amortisation                                        2,674,321                1,960,726             1,504,533
Profit on disposal of assets                                              -                        -               (1,014,080)
Write down of financial assets                                            -                        -                  609,752
Taxation (paid)/refund                                                (319,510)                  36,000                  -
Share of operating loss in associate                                   195,000                   30,000                  -
Provision for corporation tax charge                                   206,000                  123,800                  -
Interest payable accrual                                                79,547                     -                     -
Disposal of investments                                                   -                     (37,465)                 -
Exceptional administrative expenses                                  2,850,000                1,287,000                  -
Decrease/(increase) in accounts receivable and prepayments           1,525,800                1,074,798              (490,758)
Decrease in accounts payable & accrued expenses                     (1,818,268)              (1,209,806)           (2,105,989)
Decrease/(increase) in inventory                                    (1,930,323)              (4,501,435)              538,120
Translation adjustments                                                148,951                 (565,653)              (73,329)
                                                                      --------                 --------              --------
Net cash inflow from operating activities                            5,060,866                3,021,430             3,883,946
                                                                   -----------              -----------           -----------
Investing activities
Acquisition of subsidiary undertakings                              (4,777,388)              (7,822,352)           (2,769,835)
Purchase of associate undertaking                                     (309,399)              (1,185,197)                 -
Deferred consideration paid                                               -                  (4,096,006)           (7,205,259)
Payment for patents and deferred development costs                    (986,502)              (1,360,032)              (60,219)
Payment for tangible fixed assets                                   (1,343,370)              (1,173,921)           (1,445,728)
Disposal of tangible fixed assets                                         -                        -                5,783,902
Deferred set up costs                                                     -                        -                 (536,000)
                                                                      --------                 --------              --------

Net cash outflow from investing activities                          (7,416,659)             (15,637,508)           (6,233,139)
                                                                    ----------              -----------            ----------
Financing Activities
Loan from unconnected third party                                      (73,336)              (1,071,014)             (947,225)
Issue of ordinary share capital including premium                       74,144               21,580,892             3,311,136
Expenses paid in connection with share issue                          (183,521)              (1,474,799)              (64,946)
Increase/(decrease) in long term debt                                4,829,963               (4,916,009)           (1,483,823)
Capital element of finance lease payments                             (310,076)                (291,838)             (203,164)
(Redemption)/issue of 7.5% convertible debenture                      (625,000)                    -                3,500,000
Decrease in promissory note                                           (350,000)                    -                     -
                                                                      --------                 --------              --------

Net cash inflow from financing                                       3,362,174               13,827,232             4,111,978
                                                                     ---------               ----------             ---------


Increase in cash and cash equivalents                                1,006,381                1,211,154             1,762,785
Cash and cash equivalents at beginning of year                       4,275,597                3,064,443             1,301,658
                                                                     ---------                ---------             ---------
Cash and cash equivalents at end of year                             5,281,978                4,275,597             3,064,443
                                                                     ---------                ---------             ---------
</TABLE>

                                       63
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)

29.  DIFFERENCES BETWEEN IRISH AND US GENERALLY ACCEPTED
     ACCOUNTING PRINCIPLES (Continued)
     Non cash transactions
     In June 1997,  the Group  purchased the entire share capital of Centocor UK
     Holdings Limited. Under the terms of the purchase agreement US$3,135,021 of
     the total  consideration of US$6,270,926 was paid by a three year loan note
     with an interest rate of 7.5%. Repayments under the loan were made in three
     equal annual instalments  commencing on December 31, 1998. This transaction
     relates to the Irish reportable segment.

     In June 1998, the Group  purchased a product line from Diatech  Diagnostics
     Inc. Under the terms of the purchase  agreement  US$1,680,500  of the total
     consideration  of  US$2,139,059  was to be paid  by a  two-year  loan  note
     bearing  no  interest.   Repayments  under  the  loan  were  made  in  five
     instalments  commencing on June 30, 1998. The balance due on this loan note
     was paid in December 1999.  This  transaction  relates to the United States
     reportable segment.

     In June 1998, the Group purchased a product line from Strategic Diagnostics
     Inc. Under the terms of the purchase  agreement  US$1,200,000  of the total
     consideration  of US$1,800,000 was deferred to March 31, 2000. This portion
     of the  consideration  was calculated based on two times estimated sales in
     1999. At December 31, 1999,  the amount had been revised to US$663,000  and
     was included in current  liabilities.  The balance due was paid on February
     29, 2000. This transaction relates to the United States reportable segment.

     In  September  1998,  the Group  purchased a product line from Dade Behring
     Inc. Under the terms of the purchase  agreement,  US$5,616,256 of the total
     consideration  of  US$12,995,559  was to be paid by a  two-year  loan  note
     bearing no interest.  Repayments under the loan were made in 2 instalments,
     which commenced on October 31, 1999. The final payment for this acquisition
     was made in 2000. This transaction relates to the Irish reportable segment.

     In December  2000,  the Group  acquired  the assets and goodwill of Bartels
     Inc, for a consideration of US$9,463,974  comprising US$3,190,000 in stock,
     US$5,923,974  in cash  and  the  balance  of  US$350,000  in the  form of a
     promissory note. This promissory note was settled in full during the second
     quarter of 2001. This transaction relates to the Irish reportable segment.

     In December 2001, the Group acquired the assets and goodwill of the Biopool
     hemostasis business for a total consideration of US$6,409,329  satisfied in
     cash and deferred  consideration.  The deferred consideration is payable in
     three  instalments of US$855,2000,  US$1,166,200 and US$570,100 on December
     21, 2002, 2003 and 2004  respectively.  The deferred  consideration  is not
     conditional  on any future  event.  This  transaction  relates to the Irish
     reportable segment.

     In  connection  with the  acquisition  of Centocor,  on June 25, 1997,  the
     Company completed a private placement of (i) US$3,000,000  principal amount
     of 4%  Convertible  Debentures  (the  "First  Debentures")  and (ii) 50,000
     warrants  to  purchase  `A'  Ordinary  Shares of the  Company  (the  "First
     Warrants"),  which  resulted in aggregate  gross proceeds to the Company of
     US$3,000,000.  As of December  31, 1999 all of the  US$3,000,000  principal
     amount of the First Debentures had been converted resulting in the issuance
     of 2,487,968  shares.  The First Warrants were each exercisable to purchase
     one `A'  Ordinary  Share of the Company at US$3.78 per share until June 25,
     2000. These warrants failed to be exercised.

     On December  25,  1999,  the Company  completed a private  placement of (i)
     US$3,500,000  principal amount of 7.5% Convertible  Debentures (the "Second
     Debentures")  and (ii) 483,701  warrants to purchase `A' Ordinary shares of
     the Company  (the "Second  Warrants"),  which  resulted in aggregate  gross
     proceeds to the Company of US$3,500,000.

     The Second Debentures bear interest at the rate of 7.5% per annum,  payable
     quarterly.  US$2,500,000  of the  principal  amount  originally  matured on
     December 18, 2001 with the remaining  US$1,000,000 maturing on December 18,
     2002. The Second Debentures are convertible into `A' Ordinary Shares of the
     Company  at  a  price  of  US$1.80.   During  2000,   US$1,875,000  of  the
     US$3,500,000  principal amount of the Second  Debentures was converted into
     1,041,667 Class `A' Ordinary Shares of the Company. During 2001, US$625,000
     of the remaining balance of the Second Debentures was redeemed.

                                       64
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)

29.  DIFFERENCES BETWEEN IRISH AND US GENERALLY ACCEPTED
     ACCOUNTING PRINCIPLES (Continued)

     In  relation  to the  Second  Warrants,  333,701  are each  exercisable  to
     purchase one `A'  Ordinary  Share of the Company at US$1.74 per share until
     June 25, 2002 and the remaining  150,000 are each  exercisable  to purchase
     one `A'  Ordinary  Share of the Company at US$1.80 per share until June 25,
     2002.

     Share  Option  Scheme -  Additional  information  required  by SFAS 123
     The Company has elected to follow  Accounting  Principles Board Opinion No.
     25  "Accounting  for  Stock  Issued  to  Employees"  (APB  25) and  related
     interpretations  in accounting for its employee stock options  because,  as
     discussed below,  the alternative fair value accounting  provided for under
     FASB Statement No. 123, "Accounting for Stock-Based Compensation," requires
     use of option  valuation  models that were not developed for use in valuing
     employee  stock  options.  Under APB 25,  where the  exercise  price of the
     Company's  employee  stock  options  is less than the  market  price of the
     underlying stock on the grant date,  compensation  expense is recognised in
     the US GAAP reconciliation over the vesting period.

     Proforma  information  regarding  net  income  and  earnings  per  share is
     required by Statement  123, and has been  determined  as if the Company had
     accounted  for its employee  stock  options  under the fair value method of
     that statement.  The fair value for these options was estimated at the date
     of grant using a  Black-Scholes  option  pricing  model with the  following
     weighted average assumptions:

                                                  2001      2000     1999

     Expected option life (years)                 3.0        4.2     4.2
     Risk-free weighted average interest rate     4.5%       5.5%    7.5%
     Stock price volatility                       0.620      0.869   0.617
     Dividend yield                               0%         0%      0%

     The  Black-Scholes   option  valuation  model  was  developed  for  use  in
     estimating  the  fair  value  of  traded  options  which  have  no  vesting
     restrictions  and are fully  transferable.  In addition,  option  valuation
     models  require the input of highly  subjective  assumptions  including the
     expected  stock price  volatility.  Because the  Company's  employee  stock
     options have characteristics  significantly  different from those of traded
     options,  and  because  changes in the  subjective  input  assumptions  can
     materially  affect the fair value estimate,  in management's  opinion,  the
     existing models do not necessarily provide a reliable single measure of the
     fair value of its employee stock options

     For  purposes  of proforma  disclosures,  the  estimated  fair value of the
     options is  amortised  to expense over the  options'  vesting  period.  The
     Company's proforma information follows:

<TABLE>
<CAPTION>
                                                       December 31      December 31      December 31
                                                              2001             2000             1999
                                                               US$              US$              US$
     <S>                                                  <C>              <C>               <C>
     Proforma net (loss)/profit                           (955,903)        (220,421)         688,891
     Proforma (loss)/earnings per share (US cents)           (2.37)           (0.59)            2.45
     Proforma diluted (loss)/earnings per share (US cents)   (2.28)           (0.54)            2.38
</TABLE>

                                       65
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)

29.  DIFFERENCES BETWEEN IRISH AND US GENERALLY ACCEPTED
     ACCOUNTING PRINCIPLES (Continued)

     A summary of the Company's stock option activity,  and related information,
     for the years ended December 31 follows:

<TABLE>
<CAPTION>
                                         2001 Weighted-Average         2000 Weighted-Average      1999 Weighted-Average
                                        Options Exercise Price        Options Exercise Price     Options Exercise Price
     <S>                                      <C>        <C>              <C>         <C>             <C>        <C>
     Outstanding-beginning of year            5,868,703  $1.78             4,884,472  $1.39           3,546,830  $1.25
          Granted                             2,039,500  $1.02             4,112,194  $2.88           2,188,358  $1.35
          Exercised                             (43,250) $1.71            (2,884,496) $2.73            (750,000) $1.54
          Forfeited                                -     -                  (243,467) $3.02            (100,716) $2.12

     Outstanding-end of year                  7,864,953  $1.57             5,868,703  $1.78           4,884,472  $1.39

     Exercisable at end of year               2,899,339  $1.37             1,873,029  $1.34           2,974,214  $1.46

     Weighted average fair value
     of options granted during the year                  $0.56                        $1.43                      $1.47
</TABLE>

     The weighted average remaining  contractual life of options  outstanding at
     December 31, 2001 is 4.7 years.

     A summary of the range of prices for the  Company's  stock  options for the
     year ended December 31 2001 follows:

<TABLE>
<CAPTION>
                                         Outstanding                                            Exercisable
     Option price range     No. of Shares     Weight. Av.     Weight. Av.  No. of Shares     Weight. Av.    Weight. Av.
                                           exercise price     contractual                 exercise price    contractual
                                                           life remaining                                life remaining
     <S>                        <C>                 <C>         <C>            <C>                 <C>        <C>
     $0.81 - $0.99              2,531,530           $0.92       5.2 years        825,030           $0.81      1.8 years
     $1.00 - $1.99              3,412,619           $1.45       4.6 years      1,457,398           $1.27      3.6 years
     $2.00 - $2.99              1,325,736           $2.38       4.6 years        451,911           $2.25      2.3 years
     $3.00 - $5.00                595,068           $3.25       4.1 years        165,000           $2.61      1.2 years
</TABLE>
     Investments
     The Company had no trading  securities  as at December 31, 2001 or December
     31, 2000.

     The gross  realised  gains on sales of trading  securities  during 2001 was
     US$Nil (2000: US$37,465, 1999: US$19,042).

     The Company had no "available for sale" or "held to maturity securities" as
     at December 31, 2001 or December 31, 2000.

     Fair Values of Financial Instruments
     The  following  methods  and  assumptions  were  used  by  the  Company  in
     estimating its fair value disclosures for financial instruments:

     Cash and cash  equivalents:  The  carrying  amount  reported in the balance
     sheet for cash and cash equivalents approximates its fair value.

     Long and short-term debt: The carrying amounts of the Company's  borrowings
     approximate  their  fair  value  as  substantially  all of the  debt  bears
     interest at market rates. In addition, fixed rate debt is due for repayment
     over an average period of 1.72 years.

                                       66
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)

29.  DIFFERENCES BETWEEN IRISH AND US GENERALLY ACCEPTED
     ACCOUNTING PRINCIPLES (Continued)

     The carrying amounts and fair values of the Company's financial instruments
     at December 31, 2001 and 2000 are as follows:

                                December 31, 2001           December 31, 2000
                             Carrying          Fair      Carrying          Fair
                               Amount         Value        Amount         Value
                                  US$           US$           US$           US$

Cash and cash equivalents   5,281,978     5,281,978     4,275,595     4,275,595
Short term debt             3,630,167     3,630,167     4,164,704     4,164,704
Long term debt              6,027,649     6,027,649     2,266,425     2,266,425
Forward contracts                -           14,585          -         (258,719)


     Reconciliation of Income Tax Expense

     The  reconciliation  of tax computed by applying the  statutory  income tax
     rate to pre-tax income is:

<TABLE>
<CAPTION>
                                                               December 31    December 31    December 31
                                                                      2001           2000           1999
                                                                       US$            US$            US$
     <S>                                                          <C>          <C>            <C>
     Tax at Irish statutory rate of 20% (2001), 24% (2000)
     and 28% (1999)                                                331,070      1,187,345      1,179,768
     Lower Irish tax rate differences                             (420,300)      (692,618)      (688,198)
     Foreign tax rate and other differences                        187,330        911,073        777,949
     Utilisation of operating losses brought forward              (304,100)    (1,282,000)    (1,269,519)
                                                                  --------     ----------     ----------
                                                                  (206,000)       123,800           -
                                                                  --------        -------        -------
</TABLE>

     The tax charge for 2001 and 2000 is explained at note 18.


     Deferred Tax Assets and Liabilities

                                     December 31    December 31    December 31
                                            2001           2000           1999
                                             US$            US$            US$

         Deferred tax assets             634,000        335,000        865,814
         Deferred tax liability         (217,000)       (95,000)          -
         Valuation allowance                -              -          (865,814)
                                         -------        -------        -------
         Net deferred tax asset          417,000        240,000           -
                                         -------        -------        -------

     Deferred tax assets comprise,  primarily, the unrealised tax benefit of the
     Group's net operating  loss  carryforwards.  Due to the Group's  history of
     losses, no portion of the valuation allowance was reversed in 1999.

                                       67
<PAGE>


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)

29.  DIFFERENCES BETWEEN IRISH AND US GENERALLY ACCEPTED
     ACCOUNTING PRINCIPLES (Continued)

     Additional Proforma  Information for Acquisitions made in 2000 and 2001
     The information below presents the proforma effect of the acquisitions made
     in 2000 as if they had occurred on January 1, 1999 and the proforma  effect
     of the  acquisitions  made in 2001,  as if they had  occurred on January 1,
     2000.

<TABLE>
<CAPTION>
                                                   December 31  December 31    December 31
                                                          2001         2000           1999
                                                           US$          US$            US$
    <S>                                             <C>          <C>            <C>
    Proforma revenues                               47,681,458   49,524,670     46,756,451
    Proforma net income                                595,260    1,561,407      2,607,078
    Proforma earnings per share (US cents)                1.47        4.21           9.26
    Proforma diluted earnings per share (US cents)        1.70        3.85           8.99
</TABLE>

    Accounting Pronouncements

    Deferred Tax
     FRS 19,  Deferred Tax, issued in December 2000, is effective for accounting
     periods  ending on or after  January 23, 2002.  The standard  requires full
     provision to be made for deferred tax assets and  liabilities  arising from
     most  types of  timing  difference.  FRS 19 is  expected  to  result  in an
     increase in the Group's effective tax rate under Irish GAAP.

     Impairment or disposal of long-lived assets
     In August 2001, the Financial  Accounting  Standards Board issued Statement
     of Financial Accounting Standards No. 144, Accounting for the Impairment or
     Disposal  of  Long-Lived  Assets  (SFAS  144),  which  addresses  financial
     accounting  and  reporting  for the  impairment  or disposal of  long-lived
     assets and  supersedes  SFAS No.  121,  Accounting  for the  Impairment  of
     Long-Lived  Assets and for  Long-Lived  Assets to be  Disposed  Of, and the
     accounting  and reporting  provisions of APB Opinion No. 30,  Reporting the
     Results of Operations  for a disposal of a segment of a business.  SFAS 144
     is  effective  for fiscal years  beginning  after  December 15, 2001,  with
     earlier application encouraged. The Company expects to adopt SFAS 144 as of
     January 1, 2002 and it has not determined the effect,  if any, the adoption
     of SFAS 144 will have on the  Company's  financial  position and results of
     operations.

30.  GROUP UNDERTAKINGS
<TABLE>
<CAPTION>
                                                                    Principal Country
            Name and                                                 of incorporation      Group
        registered office                 Principal activity            and operation     %  holding
     <S>                                    <C>                              <C>          <C>
     Holding Company

     Trinity Biotech plc                    Investment
     IDA Business Park                      and holding
     Bray,                                  company                          Ireland
     Co. Wicklow, Ireland

     Subsidiary Undertakings

     Trinity Biotech Inc.                   Sale of pregnancy                U.S.A.        100%
     (Formerly Disease Detection            and diagnostic tests
          International Inc.)
     Girts Road
     Jamestown
     New York, USA

     Trinity Biotech (USA) Corp.            Manufacture and sale             U.S.A.        100%
     (Formerly Clark Laboratories Inc.)     of diagnostic test kits
     Girts Road
     Jamestown
     New York, USA

     FHC Corporation                        Non-trading                      U.S.A.        100%
     Girts Road
     Jamestown
     New York, USA
</TABLE>

                                       68
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 (Continued)

30   GROUP UNDERTAKINGS (Continued)
<TABLE>
<CAPTION>
                                                                                Principal Country
      Name and                                                               of incorporation         Group
     registered office                          Principal activity             and operation          %  holding
     <S>                                        <C>                                 <C>               <C>
     Subsidiary Undertakings continued

     Trinity Biotech Manufacturing Limited      Manufacture and sale                Ireland           100%
     IDA Business Park                          of diagnostic test kits
     Bray
     Co. Wicklow, Ireland

     Trinity Research Limited                   Research and                        Ireland           100%
     IDA Business Park                          development
     Bray
     Co. Wicklow, Ireland

     Trinity Biotech Sales Limited              Non-trading                          Ireland          100%
     IDA Business Park, Bray
     Co. Wicklow, Ireland

     MarDx Diagnostics Inc                      Manufacture and                       USA              100%
     5919 Farnsworth Court                      sale of diagnostic
     Carlsbad                                   test kits
     CA 92008, USA

     Flambelle Limited                          Non-trading                          Ireland          100%
     16 Fitzwilliam Place
     Dublin, Ireland

     Eastcourt Limited                          Non-trading                          UK               100%
     Chichester House
     278/282 High Holborn
     London, UK

     Trinity Biotech UK Holdings Ltd            Holding Company                      UK               100%
     (Formerly Centocor UK Holdings Ltd)
     Shalford
     Guildford, Surrey, UK

     Trinity Biotech UK Ltd                     In voluntary                         UK               100%
     (Formerly Centocor UK Ltd)                 liquidation
     Shalford
     Guildford, Surrey, UK

     Benen Trading Ltd                          Manufacture and                     Ireland           10%
     IDA Business Park                          sale of diagnostic
     Bray                                       test kits
     Co. Wicklow, Ireland

     Reddinview Ltd                             Dormant Company                     Ireland           100%
     IDA Business Park
     Bray
     Co. Wicklow, Ireland

     HiberGen Limited                           Genetic Variation                   Ireland           40%
     IDA Business Park                          Detection
     Bray
     Co. Wicklow, Ireland

     Trinity Biotech GmbH                       Sale of diagnostic                  Germany           100%
     Otto Hesse Str 19                          test kits
     64293 Darmstadt
     Germany

     Biopool US Inc                             Manufacture and                     USA               100%
     6025 Nicolle Street                        sale of diagnostic
     Ventura, CA 93003                          test kits
     USA

     Biopool AB                                 Manufacture and                     Sweden            100%
     S-903 47 Umea                              sale of diagnostic
     Sweden                                     test kits
</TABLE>

                                       69
<PAGE>

                                   Signatures

The registrant hereby certifies that it meets all of the requirements for filing
on Form 20-F and that it has duly caused and authorized the undersigned to sign
this annual report on its behalf.



                                            TRINITY BIOTECH PLC



                                            By: /s/Maurice Hickey
                                                -----------------
                                                    MR. MAURICE HICKEY
                                                    DIRECTOR/
                                                    CHIEF FINANCIAL OFFICER

                                                 Date:  6/28/02


                                       70