---

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

### FORM 10-Q

(Mark One)

[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
            For the quarterly period ended September 30, 2004OR[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
            For the transition period from  to .


Commission File Number: 0-27605

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

Minnesota(State or other jurisdiction of incorporation or organization)
41-1859679
(IRS Employer Identification No.)


6464 Sycamore Court
Minneapolis, MN 55369
(Address of Principal Executive Offices, including zip code)

(763) 656-4300
(Registrants telephone number, including area code)

Not Applicable(Former name, former address and formerfiscal year, if changed since last report)

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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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Exchange Act). Yes [   ]    No [X]

The registrant had 14,214,025 shares of common stock, $.01 par value per share, outstanding as of October 18, 2004.

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# VASCULAR SOLUTIONS, INC.TABLE OF CONTENTS

|                                                                                                                  |  | Page | 
|----------------------------------------------------------------------------------------------------------------- |  | ---- | 
|PART I. FINANCIAL INFORMATION                                                                                     |  |      | 
|                                                                                                                 
|Item 1.
Financial Statements (Unaudited)                                                                          | 
|                                                                                                                 
|Consolidated
Balance Sheets                                                                                       |  | 2    | 
|                                                                                                                 
|Consolidated
Statements of Operations                                                                             |  | 3    | 
|                                                                                                                 
|Consolidated
Statements of Cash Flows                                                                             |  | 4    | 
|                                                                                                                 
|Notes
to Unaudited Consolidated Financial Statements                                                              |  | 5    | 
|                                                                                                                 
|Item 2.
Managements Discussion and Analysis of Financial Condition and                     Results of Operations |  | 8    | 
|                                                                                                                 
|Item 3.
Quantitative and Qualitative Disclosures About Market Risk                                                |  | 16   | 
|                                                                                                                 
|Item 4.
Controls and Procedures                                                                                   |  | 17   | 
|                                                                                                                 
|PART II. OTHER INFORMATION                                                                                        | 
|                                                                                                                 
|Item 1.
Legal Proceedings                                                                                         |  | 17   | 
|                                                                                                                 
|Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds                                               |  | 18   | 
|                                                                                                                 
|Item 3.
Defaults Upon Senior Securities                                                                           |  | 18   | 
|                                                                                                                 
|Item 4.
Submission of Matters to a Vote of Security Holders                                                       |  | 18   | 
|                                                                                                                 
|Item 5.
Other Information                                                                                         |  | 18   | 
|                                                                                                                 
|Item 6.
Exhibits                                                                                                  |  | 18   | 

1

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

VASCULAR SOLUTIONS, INC.Consolidated Balance Sheets

|                                                                 | September 30,2004 |  | December 31,2003
|---------------------------------------------------------------- | ----------------- |  | ----------------
|                                                                 |                  
|
|Assets                                                           |                   |  |                 
|Current assets:                                                  |                   | 
|Cash and cash equivalents                                        |                   |  | $               
|Available-for-sale securities                                    |                   |  |                 
|Accounts receivable, net of reserves of $160,000 and $160,000 in |                   | 
|2004 and 2003, respectively                                      |                   |  |                 
|Inventories                                                      |                   |  |                 
|Prepaid expenses                                                 |                   |  |                 
|                                                                 |                  
|Total current assets                                             |                   |  |                 
|Property and equipment, net                                      |                   |  |                 
|Intangible assets, net                                           |                   |  |                 
|                                                                 |                  
|Total assets                                                     |                   |  | $               
|                                                                 |                  
|Liabilities and shareholders equity                             |                   | 
|Current liabilities:                                             |                   | 
|Accounts payable                                                 |                   |  | $               
|Accrued compensation                                             |                   |  |                 
|Accrued expenses                                                 |                   |  |                 
|                                                                 |                  
|Total current liabilities                                        |                   |  |                 
|Shareholders equity:                                            |                   | 
|Common stock, $0.01 par value:                                   |                   | 
|Authorized shares - 40,000,000                                   |                   | 
|Issued and outstanding shares - 14,214,025 - 2004;               |                   | 
|12,989,170 - 2003                                                |                   |  |                 
|Additional paid-in capital                                       |                   |  |                 
|Other                                                            |                   |  |                 
|Accumulated deficit                                              |                   |  |                 
|                                                                 |                  
|Total shareholders equity                                       |                   |  |                 
|                                                                 |                  
|Total liabilities and shareholders equity                       |                   |  | $               
|                                                                 |                  

See accompanying notes.

Note:   The balance sheet at December 31, 2003 has been derived from the audited  financial statements at that date.

2

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VASCULAR SOLUTIONS, INC.Consolidated Statements of Operations

|                                           | Three Months EndedSeptember 30, |  | Nine Months EndedSeptember 30,
|------------------------------------------ | ------------------------------- |  | ------------------------------
|
|                                           |                                
|
|Net sales                                  |                                 |  | $                             
|Cost of goods sold                         |                                 |  |                               
|                                           |                                
|Gross profit                               |                                 |  |                               
|Operating expenses:                        |                                 | 
|Research and development                   |                                 |  |                               
|Clinical and regulatory                    |                                 |  |                               
|Sales and marketing                        |                                 |  |                               
|General and administrative                 |                                 |  |                               
|Amortization of purchased technology       |                                 |  |                               
|                                           |                                
|Total operating expenses                   |                                 |  |                               
|                                           |                                
|Operating loss                             |                                 |  |                               
|Interest income                            |                                 |  |                               
|                                           |                                
|Net loss                                   |                                 |  | $                             
|                                           |                                
|Basic and diluted net loss per share       |                                 |  | $                             
|                                           |                                
|Shares used in computing basic and diluted |                                 | 
|net loss per share                         |                                 |  |                               
|                                           |                                

See accompanying notes.

3

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# VASCULAR SOLUTIONS, INC.Consolidated Statements of Cash Flows

|                                                   | Three Months EndedSeptember 30, |  | Nine Months EndedSeptember 30,
|-------------------------------------------------- | ------------------------------- |  | ------------------------------
|
|                                                   |                                
|
|Operating activities                               |                                 |  |                               
|Net loss                                           |                                 |  | $                             
|Adjustments to reconcile net loss to net cash used |                                 | 
|in operating activities:                           |                                 | 
|Depreciation                                       |                                 |  |                               
|Amortization                                       |                                 |  |                               
|Deferred compensation expense                      |                                 |  |                               
|Changes in operating assets and liabilities:       |                                 | 
|Accounts receivable                                |                                 |  |                               
|Inventories                                        |                                 |  |                               
|Prepaid expenses                                   |                                 |  |                               
|Accounts payable                                   |                                 |  |                               
|Accrued compensation and expenses                  |                                 |  |                               
|                                                   |                                
|Net cash used in operating activities              |                                 |  |                               
|Investing activities                               |                                 | 
|Purchase of property and equipment, net            |                                 |  |                               
|Purchase of securities                             |                                 |  |                               
|Proceeds from sales of securities                  |                                 |  |                               
|                                                   |                                
|Net cash provided by investing                     |                                 | 
|activities                                         |                                 |  |                               
|Financing activities                               |                                 | 
|Proceeds from exercise of stock options and        |                                 | 
|sale of stock                                      |                                 |  |                               
|Repurchase of common stock                         |                                 |  |                               
|                                                   |                                
|Net cash (used in) provided by financing           |                                 | 
|activities                                         |                                 |  |                               
|Effect of exchange rate changes on cash and cash   |                                 | 
|equivalents                                        |                                 |  |                               
|                                                   |                                
|Increase/(Decrease) in cash and cash               |                                 | 
|equivalents                                        |                                 |  |                               
|Cash and cash equivalents at beginning of          |                                 | 
|period                                             |                                 |  |                               
|                                                   |                                
|Cash and cash equivalents at end of period         |                                 |  | $                             
|                                                   |                                

See accompanying notes.

4

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# VASCULAR SOLUTIONS, INC.Notes to Unaudited Consolidated Financial Statements

|(1) |  | Basis of Presentation
|--- |  | ---------------------

| | The accompanying unaudited financial statements of Vascular
Solutions, Inc. (the Company) have been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting principles for complete financial statements. In the
opinion of management, all normal, recurring adjustments considered necessary for a fair presentation have been included. The
financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2003
included in the Annual Report on Form 10-K of the Company filed with the Securities and Exchange Commission. Interim results of
operations are not necessarily indicative of the results to be expected for the full year or any other interim periods.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Stock Based Compensation
|--- |  | ------------------------

| | At September 30, 2004, the Company had a stock-based employee
compensation plan. The Company accounts for the plan under the recognition and measurement principles of Accounting Principles
Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. No stock-based employee
compensation cost is reflected in net loss, as all options granted under those plans had an exercise price equal to the market
value of the underlying common stock on the date of grant. The following table illustrates the effect on net loss and net loss per
share if the Company had applied the fair value recognition provisions of Financial Accounting Standards Board (FASB) Statement of
Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, to stock-based employee
compensation.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                   | Three Months EndedSeptember 30, |  | Nine Months EndedSeptember 30,
|---------------------------------- | ------------------------------- |  | ------------------------------
|
|                                   |                                
|
|Net loss, as  reported             |                                 |  | $                             
|Deduct: Total stock-based employee |                                 | 
|compensation expense determined    |                                 | 
|under fair-value-based method      |                                 | 
|for all awards                     |                                 |  |                               
|                                   |                                
|Pro forma net loss                 |                                 |  | $                             
|                                   |                                
|Net loss per share:                |                                 | 
|Basic and diluted  as reported    |                                 |  | $                             
|                                   |                                
|Basic and diluted  pro forma      |                                 |  | $                             
|                                   |                                

5

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# VASCULAR SOLUTIONS, INC.Notes to Unaudited Consolidated Financial Statements-Continued

|(3) |  | Computation of Net Loss per Share
|--- |  | ---------------------------------

| | In accordance with Statement of Financial Accounting Standards No.
128, Earnings Per Share, (SFAS 128), basic net loss per share for the three months and nine months ended September 30, 2004
and 2003 is computed by dividing net loss by the weighted average common shares outstanding during the periods presented. For all
periods presented, diluted loss per share is the same as basic loss per share because the effect of outstanding options and
warrants is antidilutive.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Comprehensive Loss
|--- |  | ------------------

| | Comprehensive loss for the Company includes net loss and foreign
currency translation. Comprehensive loss for the three and nine months ended September 30, 2004 and September 30, 2003 was as
follows:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                   | Three Months EndedSeptember 30, |  | Nine Months EndedSeptember 30,
|------------------ | ------------------------------- |  | ------------------------------
|
|                   |                                
|
|Net loss           |                                 |  | $                             
|Foreign currency   |                                 | 
|translation        |                                 | 
|adjustments        |                                 |  |                               
|                   |                                
|Comprehensive loss |                                 |  | $                             
|                   |                                

|(5) |  | Revenue Recognition
|--- |  | -------------------

| | In the United States and Germany, the Company sells its products
directly to hospitals and clinics. Revenue is recognized upon shipment of products to customers, net of estimated returns.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In all other international markets, the Company sells its products
to international distributors, who subsequently resell the products to hospitals and clinics. The Company has agreements with each
of its distributors which provide that title and risk of loss pass to the distributor upon shipment of the products to the
distributor. The Company warrants that its products are free from manufacturing defects at the time of shipment to the
distributor. Revenue is recognized upon shipment of products to distributors following the receipt and acceptance of a
distributors purchase order.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6

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# VASCULAR SOLUTIONS, INC.Notes to Unaudited Consolidated Financial Statements-Continued

|(6) |  | Inventories
|--- |  | -----------

| | Inventories are stated at the lower of cost (first-in, first-out
method) or market and are comprised of the following at:
| | -------------------------------------------------------------------------------------------------------------------------

|                | September 30,2004 |  | December 31,2003
|--------------- | ----------------- |  | ----------------
|
|Raw materials   |                   |  | $               
|Work-in process |                   |  |                 
|Finished goods  |                   |  |                 
|                |                   |  |                 
|                |                   |  | $               
|                |                   |  |                 

|(7) |  | Concentrations of Credit and Other Risks
|--- |  | ----------------------------------------

| | Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash and cash equivalents, available-for-sale securities and accounts
receivable. The Company maintains its accounts for cash and cash equivalents and available-for-sale securities principally at one
major bank and one investment firm in the United States. The Company has a formal written investment policy that only permits the
placement of investments to issuers evaluated as creditworthy. The Company has not experienced any losses on its deposits of its
cash and cash equivalents or available-for-sale securities.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | With respect to accounts receivable, the Company performs credit
evaluations of its customers and does not require collateral. Sales by geographic destination as a percentage of total net sales
for the nine months ended September 30, 2004 and 2003 were 89% and 88% in the United States, respectively, and 11% and 12% in
international markets, respectively. There have been no material losses on accounts receivable.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The Company operates in a single industry segment and sells its
product directly to hospitals and clinics in the United States and Germany. In Germany, the Company sells its product in Euros. In
all other international markets, the Company sells its product in United States dollars to distributors who, in turn, sell to
medical clinics in the local currency. Loss, termination or ineffectiveness of distributors to effectively promote the
Companys product would have a material adverse effect on the Companys financial condition and results of operations.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | No single customer represented greater than 10% of the total net
sales for the three and nine months ended September 30, 2004 and 2003.
| | ---------------------------------------------------------------------------------------------------------------------------------------

|(8) |  | Shareholders Equity
|--- |  | --------------------

| | On March 9, 2004, we sold 888,900 shares of our common stock at an
offering price of $6.75 per share for net proceeds of $5.6 million in a private placement.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------

7

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Item 2.   Managements Discussion and Analysis of Financial Condition and Results of Operations

# Overview

We are a medical device
company focused on bringing clinically advanced solutions to interventional cardiologists and interventional radiologists
worldwide. Our current principle product lines consist of the following medical devices:

| |  | Duett sealing device, used to seal the puncture site
following catheterization procedures,
|- |  | -------------------------------------------------------------------------------------------

| |  | D-Stat® Flowable hemostat, a thick, yet flowable, mixture used
to control bleeding,
|- |  | -----------------------------------------------------------------------------------

| |  | D-Stat Dry hemostatic bandage, a topical pad with a bandage
used to control surface bleeding,
|- |  | ----------------------------------------------------------------------------------------------

| |  | D-Stat Radial hemostat band, a topical pad with a
compression strap to control bleeding at the wrist,
|- |  | ------------------------------------------------------------------------------------------------------

| |  | Vari-Lase® endovenous laser system, a laser console and
procedure kit used for the treatment of varicose veins,
|- |  | ---------------------------------------------------------------------------------------------------------------

| |  | Pronto extraction catheter, a mechanical system for the
removal of soft thrombus from arteries,
|- |  | ------------------------------------------------------------------------------------------------

| |  | Langston dual lumen pigtail catheter, used for the
measurement of differential arterial pressures, and
|- |  | -------------------------------------------------------------------------------------------------------

| |  | Acolysis® ultrasound (sold in international markets only), a
treatment for peripheral occlusive arterial disease.
|- |  | -----------------------------------------------------------------------------------------------------------------

As a vertically-integrated medical device company, we generate ideas and
create new interventional medical devices, and then deliver these products directly to the physician through our direct domestic
sales force and our international distribution network.

The first product we brought
to market, the Duett sealing device, is designed to provide a complete seal of the puncture site following catheterization
procedures such as angiography, angioplasty and stenting. Our Duett sealing device combines an easy-to-use balloon catheter
delivery mechanism with a biological procoagulant mixture, which we believe offers advantages over both manual compression and
competitive vascular sealing devices. We began selling our Duett sealing device in Europe in February 1998 and in the United
States in June 2000. Over 200,000 Duett sealing devices have been sold and deployed worldwide. In the fourth quarter of 2001 we
introduced the Diagnostic Duett version of the Duett sealing device, which utilizes a lower dose of procoagulant for the
less-challenging diagnostic subset of catheterization procedures. In mid-2002 we introduced the next generation Pro
line of the Duett sealing device for improved ease-of-use. In 2003 we made the decision to reduce our focus on the Duett product
line in order to focus on increasing sales of our new products.

The second product we
developed and commercialized is the D-Stat Flowable hemostat, which we began selling worldwide in February 2002. The D-Stat
Flowable hemostat utilizes the clinically proven procoagulant components of the Duett sealing device to provide a powerful stop to
active bleeding. The thick, yet flowable procoagulant controls active bleeding by initiating the bodys own clotting
mechanisms in the same manner as the procoagulant included in our Duett sealing device. The D-Stat Flowable hemostat can be
clinically used in a number of medical procedures and has substantial extension market opportunities in other medical practice
areas.

During the second quarter of
2002 we acquired the Acolysis ultrasound thrombolysis system. The Acolysis system uses ultrasound energy generated by the Acolysis
controller that is delivered intravascularly by the disposable Acolysis probe to lyse blood clots and plaque. The Acolysis
controller and probes are sold only in international markets, where it has been sold principally for the treatment of

8

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peripheral vascular disease. Upon completion of our acquisition and
integration of the Acolysis business, we commenced active international sales of the Acolysis probes through our existing
international distribution network in late 2002. In late 2003 we received CE mark approval to internally manufacture Acolysis
probes, which allows broader international market activities.

In the second half of 2003 we
received regulatory clearance in the United States for four new interventional medical devices: the D-Stat Dry, the D-Stat Radial,
the Vari-Lase and the Pronto. Our D-Stat Dry hemostatic bandage consists of our proprietary hemostat which is lyophilized
(freeze-dried) into a gauze pad and applied with an included adhesive bandage. The D-Stat Dry hemostatic bandage is used to assist
in the control of bleeding from vascular access sites in conjunction with manual compression. Our D-Stat Radial hemostat band is a
version of our D-Stat Dry which includes a compression band for application around the patients wrist for use following
catheterizations using the radial artery. Our Vari-Lase endovenous laser products consist of a solid state diode laser console and
procedure kit and accessories which are used in the minimally-invasive treatment of varicose veins. Our Pronto extraction catheter
is a catheter and syringe system for the mechanical removal of blood clots from arteries.

In September 2004 we received
regulatory clearance in the United States for the Langston dual lumen pigtail catheter. The Langston catheter is used for the
simultaneous measurement of differential pressures, principally in the precise measurement of stenosis of the aortic valve of the
heart.

We also have in development
several additional products that leverage our existing infrastructure to bring additional solutions to the interventional
cardiologist and interventional radiologist. We expect to gain regulatory clearance and market launch two specialty catheters for
interventional cardiology procedure by the middle of 2005. One of the catheters is used to introduce a second buddy
wire used in interventional procedures, and the second catheter is an exchange catheter with a unique rapid exchange system. We
also expect to gain regulatory clearance and market launch a powered syringe product by the middle of 2005.

# Results of Operations

Three months ended September 30, 2004 compared to three months
ended September 30, 2003

Net sales increased 119% to
$5,931,000 for the quarter ended September 30, 2004 from $2,709,000 for the quarter ended September 30, 2003. Approximately 89% of
our net sales for the quarter ended September 30, 2004 were to customers in the United States and 11% of our net sales were to
customers in international markets. Net sales by product category were as follows:

| |  |  | Net sales of the D-Stat Dry hemostatic bandage were $2,449,000 for
the quarter ended September 30, 2004, compared to $40,000 in the third quarter of 2003. Our D-Stat Dry product was launched at the
end of the third quarter of 2003. Through September 30, 2004, we have sold our D-Stat Dry to 498 interventional cardiology and
interventional radiology labs in the United States.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Net sales of the Pronto extraction catheter were $871,000 for the
quarter ended September 30, 2004, compared to net sales of $11,000 in the third quarter of 2003. Our Pronto extraction catheter
was launched at the end of the third quarter of 2003 in international markets and at the beginning of the first quarter of 2004 in
the United States. Through September 30, 2004, we have sold our Pronto to 342 interventional cardiology and interventional
radiology labs in the United States.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9

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| |  |  | Net sales of our Vari-Lase product line increased to $763,000 for
the quarter ended September 30, 2004 compared to net sales of $108,000 in the quarter ended September 30, 2003. In January 2004 we
launched our Vari-Lase laser console, and as a result, we now sell a full line of endovenous laser products to our customers for
the treatment of varicose veins. Through September 30, 2004, we have sold our Vari-Lase products to 142 accounts.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Net sales of the D-Stat Flowable increased to $350,000 for the
quarter ended September 30, 2004 from $314,000 for the quarter ended September 30, 2003, a 12% increase.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Net sales of our Duett sealing device decreased to $1,448,000 for
the quarter ended September 30, 2004 from $2,195,000 for the quarter ended September 30, 2003, a 34% decrease. Our Duett sales in
the third quarter of 2004 declined 10% sequentially from the second quarter of 2004. We continue to believe that our Duett
business will represent a substantial but declining percentage of our on-going sales as our focus is on harvesting
this product line. A total of 154 accounts purchased the Duett sealing device in the third quarter 2004.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Net sales of our other products, including the Acolysis products,
were $51,000 for the quarter ended September 30, 2004, compared to $40,000 for the quarter ended September 30, 2003.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Gross profit as a percentage
of net sales increased to 72% for the quarter ended September 30, 2004 from 59% for the quarter ended September 30, 2003. The
increase was the result of the change in the selling mix of our products, as the D-Stat Dry and Pronto now account for 41% and
15%, respectively, of our net sales. The D-Stat Dry has a gross margin in excess of 80% and the Pronto has a gross margin in
excess of 75%. We expect gross margins to hold steady in 2004 and finish the year at 71% as our selling mix begins to stabilize
and we continue to make slight gains in manufacturing efficiencies.

Research and development
expenses decreased 16% to $746,000 for the quarter ended September 30, 2004 from $884,000 for the quarter ended September 30,
2003. The decrease was the result of the added expenses that were related to completion of development of the four new products
launched in the second half of 2003. Research and development expenses fluctuate due to outside project spending. We expect our
normal research and development expenses to remain relatively steady for the last quarter of 2004 in the range of $800,000 to
$1,000,000 as we continue to pursue additional new products at an expected rate of approximately two new products per year.

As part of our research and
development efforts, we have commenced development of a fully resorbable version of the D-Stat Dry, which would address a market
in excess of $100 million annually for a surgical thrombin-based hemostat, and we are developing a unique version of thrombin,
which also is an existing market in excess of $100 million annually. To allow us to develop these new thrombin-based hemostats and
to provide a long-term supply of thrombin for our existing hemostat products, we have recently finalized an agreement with a new
source of thrombin which we plan to fully qualify and bring through the regulatory process over the next two years, with total
expenses expected to be approximately $2,500,000. We expect to incur approximately $200,000 of the forecasted $2,500,000 in
expenses in the fourth quarter of 2004. These development expenses would be in addition to our normal rate of research and
development expenses.

Clinical and regulatory
expenses increased 31% to $505,000 for the quarter ended September 30, 2004 from $385,000 for the quarter ended September 30,
2003. The increase was the result of some

10

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initial consulting expenses related to the new thrombin supply project and
our Pocket Protector clinical study for a new indication of our D-Stat Flowable product, as we did not incur
significant clinical study expenses in the comparable quarter of 2003. Clinical and regulatory expenses fluctuate due to the
timing of clinical and marketing studies. We expect clinical and regulatory expenses to be in the range of $500,000 to $600,000 in
the fourth quarter of 2004.

Sales and marketing expenses
increased 29% to $2,849,000 for the quarter ended September 30, 2004 from $2,217,000 for the quarter ended September 30, 2003.
This increase was primarily due to increased headcount in our direct sales force, which went from 44 field employees as of
September 30, 2003 to 51 field employees as of September 30, 2004. We expect to complete the addition of field sales employees up
to a total sales force of approximately 54 employees by the end of 2004 to support our sales growth. Consequently, we expect sales
and marketing expenses to be in the range of $2,800,000 to $2,900,000 in the fourth quarter of 2004.

General and administrative
expenses increased 21% to $581,000 for the quarter ended September 30, 2004 from $481,000 for the quarter ended September 30,
2003. The increase was principally the result of legal fees related to the Diomed intellectual property litigation (see
Legal Proceedings in Item 1 of Part II of this Form 10-Q) and increased accounting and tax services. We expect to
incur approximately $50,000 in legal fees per quarter related to the Diomed litigation. We currently anticipate that general and
administrative expenses will be approximately $550,000 for the last quarter of 2004.

Amortization of purchased
technology was $54,000 for the quarter ended September 30, 2004, which is unchanged from the quarter ended September 30, 2003. The
amortization resulted from our acquisition of the Acolysis assets from the secured creditors of Angiosonics, Inc. in 2002. We
allocated $870,000 of the acquisition price to purchased technology and are amortizing the amount over four years.

Interest income decreased to
$7,000 for the quarter ended September 30, 2004 from $30,000 for the quarter ended September 30, 2003, primarily as a result of a
reduced cash balance and lower interest rates.

Nine months ended September 30, 2004 compared to nine months ended
September 30, 2003

Net sales increased 86% to
$15,615,000 for the nine months ended September 30, 2004 from $8,402,000 for the nine months ended September 30, 2003.
Approximately 89% of our net sales for the nine months ended September 30, 2004 were to customers in the United States and 11% of
the net sales were to customers in international markets. Net sales by product category were as follows:

| |  |  | Net sales of the D-Stat Dry hemostatic bandage were $6,219,000 for
the nine months ended September 30, 2004 compared to $40,000 sales in the first nine months of 2003.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Net sales of the Pronto extraction catheter were $1,961,000 for
the nine months ended September 30, 2004 compared to $11,000 in sales in the first nine months of 2003.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Net sales of our Vari-Lase product line were $1,565,000 for the
nine months ended September 30, 2004, compared to $117,000 for the nine months ended September 30, 2003
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Net sales of D-Stat Flowable increased to $1,051,000 for the nine
months ended September 30, 2004 from $890,000 for the nine months ended September 30, 2003, a 18% increase.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11

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| |  |  | Net sales of our Duett sealing device were $4,713,000 for the nine
months ended September 30, 2004, compared to $7,216,000 for the nine months ended September 30, 2003. We continue to believe that
our Duett business will represent a substantial but declining percentage of our on-going sales as we continue to harvest this
product.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Net sales of our other products, including the Acolysis products,
were $105,000 for the nine months ended September 30, 2004 compared to $127,000 for the nine months ended September 30, 2003.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Gross profit as a percentage
of net sales increased to 70% for the nine months ended September 30, 2004 from 59% for the nine months ended September 30, 2003.
Sales of our new higher margin products, particularly our D-Stat Dry which has gross margins greater than 80%, have caused this
improvement.

Research and development
expenses decreased 9% to $2,551,000 for the nine months ended September 30, 2004 from $2,789,000 for the nine months ended
September 30, 2003. The decrease was the result of the added expenses that were related to the four new product releases that took
place in 2003.

Clinical and regulatory
expenses increased 23% to $1,391,000 for the nine months ended September 30, 2004 from $1,134,000 for the nine months ended
September 30, 2003. The increase was principally the result of our Pocket Protector clinical study for a new
indication of our D-Stat Flowable product, as we did not incur significant clinical study expenses in the comparable nine months
of 2003.

Sales and marketing expenses
increased 14% to $8,279,000 for the nine months ended September 30, 2004 from $7,275,000 for the nine months ended September 30,
2003. As of September 30, 2004, our direct sales force consisted of approximately 51 employees, an increase of seven employees
since September 30, 2003.

General and administrative
expenses increased 12% to $1,598,000 for the nine months ended September 30, 2004 from $1,429,000 for the nine months ended
September 30, 2003. The increase was principally the result of legal fees related to the Diomed intellectual property litigation
(see Legal Proceedings in Item 1 of Part II of this Form 10-Q), increased cost of business insurance and the increased
cost of accounting and tax services.

Amortization of purchased
technology was $163,000 for the nine months ended September 30, 2004, which is unchanged from the quarter ended September 30,
2003.

Interest income decreased to
$41,000 for the nine months ended September 30, 2004 from $133,000 for the nine months ended September 30, 2003, primarily as a
result of a reduced cash balance and lower interest rates.

# Income Taxes

We have not generated any
pre-tax income to date and therefore have not paid any federal income taxes since inception in December 1996. No provision or
benefit for federal and state income taxes has been recorded for net operating losses incurred in any period since our inception.

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As of September 30, 2004, we
had approximately $57.4 million of federal net operating loss carryforwards available to offset future taxable income which begin
to expire in the year 2013. As of September 30, 2004, we also had federal and state research and development tax credit
carryforwards of approximately $1.5 million which begin to expire in the year 2013. As of September 30, 2004, we also had a
foreign tax loss carryforward of approximately $2.1 million, which does not expire. Under the United States Tax Reform Act of
1986, the amounts of and benefits from net operating loss carryforwards may be impaired or limited in certain circumstances,
including significant changes in ownership interests. Future use of our existing net operating loss carryforwards may be
restricted due to changes in ownership or from future tax legislation.

# Liquidity and Capital Resources

We have financed all of our
operations since inception through the issuance of equity securities and, to a lesser extent, sales of our products. Through
September 30, 2004, we have sold capital stock generating aggregate net proceeds of approximately $76.6 million. At September 30,
2004, we had $7,393,000 in cash, cash equivalents and available-for-sale securities on-hand compared to $5,885,000 at December 31,
2003.

During the quarter ended
September 30, 2004, we used $561,000 to fund operating activities. The cash used in operating activities was primarily used to
fund our net loss for the period of $437,000, an increase in accounts receivable of $490,000, prepaid expenses of $252,000 and an
increase in inventories of $190,000. The preceding increases were offset by depreciation and amortization of $183,000, an increase
in accounts payable of $201,000, and an increase in accrued expenses of $421,000. The increases in accounts receivable and
inventory were due to increased sales. The increase in prepaid expenses was due to our annual deposit of our insurance premium.
The increase in accounts payables and accrued liabilities was the result of timing of payments. During the quarter ended September
30, 2004, we generated proceeds of $316,000 in investing activities, primarily from net sales of investment securities of
$512,000, offset by net equipment purchases of $196,000. During the third quarter of 2004 we generated $54,000 in financing
activities, primarily through the sale of common stock under employee stock plans.

During the fourth quarter of
2003 we entered into a $3,000,000 credit facility with Silicon Valley Bank. The line of credit has a 12 month term, bears interest
at the rate of prime plus 0.5% and is secured by a first security interest on all of our assets. The line of credit includes two
covenants: minimum tangible net worth of $8,000,000 and a liquidity coverage of not less than 1.25 to 1.00. We were in compliance
with these covenants at September 30, 2004. As of September 30, 2004, we had no outstanding balance on the line of credit balance
and $2,582,000 was available under the credit facility.

We purchase our requirements
for thrombin (a component in the Duett and in all of the D-Stat products) under a Purchase Agreement dated June 10, 1999 with a
subsidiary of King Pharmaceuticals, Inc. The agreement provides for a fixed price, with adjustments based on the suppliers
manufacturing costs and the suppliers annual percentage increase in the wholesale price of thrombin. The agreement expires
on May 29, 2005. During the first half of 2005, we intend to purchase approximately $3 million of thrombin to benefit from the
pricing provisions of the agreement. We believe that these purchases will satisfy our thrombin requirements for all of 2005 and
2006. We have executed a supply agreement for a new source of thrombin, which we plan to fully qualify and bring through the
regulatory process over the next two years at a cumulative cost of approximately $2.5 million in research and development
expenditures and approximately $0.5 million in capital expenditures. We also expect to purchase approximately $1.7 million of
thrombin from our new supplier starting in the second half of 2005. With

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these planned actions, we expect our inventory to peak at approximately $7.5
million in the second half of 2005, and then decrease substantially throughout all of 2006 as no additional thrombin is purchased.
This investment, while substantial, is within our projected capital resources and will allow us to introduce new thrombin-based
products as well as control our long term cost of thrombin.

We signed a purchase
agreement with MedArt Corporation on September 22, 2003 for the manufacture of our Vari-Lase laser console. Under that agreement,
we are obligated to purchase laser consoles with an aggregate purchase price of $1,197,000 for our Vari-Lase business during the
first year of the agreement, which commenced in December 2003. To date, we have purchased $897,750 worth of lasers under the
agreement.

We do not have any other
significant cash commitments related to supply agreements, nor do we have any significant commitments for capital expenditures.

We currently anticipate that
we will continue to experience negative cash flow until at least the first quarter of 2005, at which time we project that we will
become cash flow neutral with our normal operating expenses, excluding requirements associated with our new supply of thrombin. We
currently believe that our working capital of $12,027,000 and anticipated cash from product sales will be sufficient to meet all
of our operating and capital requirements, including our thrombin inventory purchases under our current thrombin supply contract
and our costs associated with the new supply of thrombin. However, our actual liquidity and capital requirements will depend upon
numerous factors, including the costs and timing of expansion of sales and marketing activities; the amount of revenues from sales
of our existing and new products; the cost of maintaining, enforcing and defending patents and other intellectual property rights;
competing technological and market developments; developments related to regulatory and third party reimbursement matters; the
cost and progress of our research and development efforts; and other factors.

If cash generated from
operations is insufficient to satisfy our cash needs, we may be required to raise additional funds. In the event that additional
financing is needed, and depending on market conditions, we may seek to raise additional funds for working capital purposes
through the sale of equity or debt securities. We currently have no commitments for additional funding, and therefore our ability
to meet our long-term liquidity needs is uncertain. If we raise additional funds through the issuance of equity securities, our
shareholders may experience significant dilution. Furthermore, additional financing may not be available when needed or, if
available, may not be on terms favorable to us or our shareholders. If financing is not available when required or is not
available on acceptable terms, we may be unable to develop or market our products or to take advantage of business opportunities,
or we may be required to significantly curtail our business operations.

# Critical Accounting Policies

Managements Discussion
and Analysis of Financial Condition and Results of Operations addresses our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States for interim financial information. The preparation
of our financial statements requires that we make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate these estimates and judgments. We
base our estimates and judgments on historical experience and on various other factors that are believed to be reasonable under
the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities
that are not

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readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

We set forth below those
material accounting policies that we believe are the most critical to an investors understanding of our financial results
and condition and which require complex management judgment.

Inventory

We state our inventory at the
lower of cost (first-in, first-out method) or market. We record reserves for inventory shrinkage and for potentially excess,
obsolete and slow moving inventory based upon historical experience and forecasted demand. At September 30, 2004, this reserve was
$440,000, compared to $240,000 at December 31, 2003. Our reserve requirements could be materially different if demand for our
products decreased because of competitive conditions or market acceptance, or if products become obsolete because of advancements
in the industry.

Revenue Recognition

We recognize revenue upon
shipment of products to customers, net of estimated returns. We analyze the rate of historical returns when evaluating the
adequacy of the allowance for sales returns, which is included with the allowance for doubtful accounts on our balance sheet. At
September 30, 2004, this reserve was $20,000, which is unchanged from December 31, 2003. If the historical data we use to
calculate these estimates does not properly reflect future returns, revenue could be overstated.

Allowance for Doubtful Accounts

We maintain allowances for
doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. This allowance is
regularly evaluated by us for adequacy by taking into consideration factors such as past experience, credit quality of the
customer base, age of the receivable balances, both individually and in the aggregate, and current economic conditions that may
affect a customers ability to pay. At September 30, 2004, this reserve was $140,000, which is unchanged from December 31,
2003. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make
payments, additional allowances may be required.

Income Taxes

The carrying value of our net
deferred tax assets assumes that we will be able to generate sufficient taxable income in the United States and, to a lesser
extent, Germany, based on estimates and assumptions. We record a valuation allowance to reduce the carrying value of our net
deferred tax assets to the amount that is more likely than not to be realized. For the quarter ended September 30, 2004, we
recorded a $26.0 million valuation allowance related to our net deferred tax assets of $26.0 million. In the event we were to
determine that we would be able to realize our deferred tax assets in the future, an adjustment to the deferred tax assets would
increase net income in the period such determination is made. On a quarterly basis, we evaluate the realizability of our deferred
tax assets and assess the requirement for a valuation allowance.

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# Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995

The Private Securities
Litigation Reform Act of 1995 (the Act) provides a safe harbor for forward-looking statements to encourage
companies to provide prospective information about their business, so long as those statements are identified as forward-looking
and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ
materially from those discussed in the statement. We desire to take advantage of the safe harbor provisions with respect to any
forward-looking statements we may make in this filing, other filings with the Securities and Exchange Commission and any public
oral statements or written releases. The words or phrases will likely, is expected, will
continue, is anticipated, estimate, projected, forecast, or similar
expressions are intended to identify forward-looking statements within the meaning of the Act. Such statements are subject to
certain risks and uncertainties that could cause actual results to differ materially from those projected. We caution readers not
to place undue reliance on any such forward-looking statements, which speak only as of the date made. In accordance with the Act,
we identify the following important general factors which, if altered from the current status, could cause our actual results to
differ from those described in any forward-looking statements: risks associated with our limited operating history, defense of
patent infringement lawsuits, adoption of our new products, lack of profitability, lack of experience with a direct sales force,
exposure to possible product liability claims, the development of new products by others, dependence on third party distributors
in international markets, doing business in international markets, limited manufacturing experience, the availability of third
party reimbursement, actions by the FDA related to our products, the loss of key vendors, and those factors set forth under the
heading Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2003. This list is not
exhaustive, and we may supplement this list in any future filing with the Securities and Exchange Commission or in connection with
the making of any specific forward-looking statement.

# Item 3. Quantitative and Qualitative Disclosures About Market Risk

Financial instruments that
potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, available-for-sale
securities and accounts receivables. We maintain our accounts for cash and cash equivalents and available-for-sale securities
principally at one major bank and one investment firm in the United States. We have a formal written investment policy permits
only the placement of investments to issuers evaluated as creditworthy. We have not experienced any losses on our deposits of our
cash and cash equivalents.

With respect to accounts
receivable, we perform credit evaluations of our customers and do not require collateral. There have been no material losses on
accounts receivables.

In the United States and
Germany, we sell our products directly to hospitals and clinics in the local currency. Revenue is recognized upon shipment of
products to customers.

In all other international
markets, we sell our products to independent distributors who, in turn, sell to medical clinics. We sell our product in these
countries through independent distributors denominated in United States dollars. Loss, termination or ineffectiveness of
distributors to effectively promote our product would have a material adverse effect on our financial condition and results of
operations.

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We do not believe our
operations are currently subject to significant market risks for interest rates, foreign currency exchange rates, commodity prices
or other relevant market price risks of a material nature.

# Item 4. Controls and Procedures

# Evaluation of disclosure controls and procedures

Under the supervision and
with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the
effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934 (the Exchange Act)). Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were
effective in timely alerting them to the material information relating to us (or our consolidated subsidiaries) required to be
included in the reports we file or submit under the Exchange Act.

# Changes in internal control over financial reporting

During the fiscal quarter
ended September 30, 2004, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f)
under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.

# PART II. OTHER INFORMATION

# Item 1. Legal Proceedings

On December 11, 2003, we and
a non-officer employee of the Company were named as defendants in a lawsuit brought by Diomed, Inc. in the United States District
Court for the District of Massachusetts. The complaint alleges that in marketing our Vari-Lase endovenous laser procedure kit we
engaged in false advertising and infringed a registered trademark of Diomed. The complaint also alleges that our employee, who
previously worked for a company that conducted business with Diomed, improperly utilized trade secrets of Diomed in developing our
Vari-Lase procedure kit. The complaint requests monetary damages and an injunction on the sale of our Vari-Lase procedure kit. We
believe that the allegations included in the complaint are wholly without merit, have filed our answer to the complaint, and
intend to defend this litigation vigorously. Our insurance carrier has accepted our tender of this claim and is defending this
lawsuit. It is not possible to predict the timing or outcome of this litigation, including whether it will affect our ability to
sell our Vari-Lase procedure kit, or to estimate the amount or range of potential loss, if any.

On March 4, 2004, we were
named as the defendant in an intellectual property lawsuit brought by Diomed, Inc. in the United States District Court for the
District of Massachusetts. The complaint requested a judgment that our Vari-Lase procedure kit and Vari-Lase laser console
infringes on a single patent held by Diomed, Inc. and asked for relief in the form of an injunction that would prevent us from
selling our Vari-Lase products, compensatory and treble damages caused by the manufacture and sale of our product, and other
costs, disbursements and attorneys fees. We believe that the allegations included in the complaint are wholly without merit,
have filed our answer to the complaint, and intend to defend this litigation vigorously. It is not possible to predict the timing
or outcome of this litigation, including

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whether it will affect our ability to sell our Vari-Lase products, or to
estimate the amount or range of potential loss, if any.

From time to time we are
involved in legal proceedings arising in the normal course of our business. As of the date of this report we are not a party to
any legal proceeding not described in this section in which an adverse outcome would reasonably be expected to have a
material adverse effect on our results of operations or financial condition.

# Item 2.  Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

| | (a) |  | Not applicable
| | --- |  | --------------

| | (b) |  | Not applicable
| | --- |  | --------------

| | (c) |  | Not applicable
| | --- |  | --------------

# Item 3. Defaults Upon Senior Securities

| | None.
| | -----

# Item 4.  Submission of Matters to a Vote of Security Holders

| | None.
| | -----

# Item 5. Other Information

| | None.
| | -----

Item 6.  Exhibits and Reports on Form 8-K

| |  | ExhibitNumber |  | Description
| |  | ------------- |  | -----------

| |  | 3.1 |  | Amended and Restated Articles of Incorporation of Vascular
Solutions, Inc. (incorporated by reference to Exhibit 3.1 to Vascular Solutions Form 10-Q for the quarter ended September 30,
2000).
| |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 3.2 |  | Bylaws of Vascular Solutions, Inc. (incorporated by reference to
Exhibit 3.2 of Vascular Solutions Registration Statement on Form S-1 (File No. 333-84089)).
| |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 4.1 |  | Specimen of Common Stock certificate (incorporated by reference to
Exhibit 4.1 of Vascular Solutions Registration Statement on Form S-1 (File No. 333-84089)).
| |  | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 4.2 |  | Form of warrant dated January 31 and February 14, 1997 issued to
representatives of Miller, Johnson & Kuehn, Incorporated (incorporated by reference to Exhibit 4.2 of Vascular Solutions
Registration Statement on Form S-1 (File No. 333-84089)).
| |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 4.3 |  | Form of warrant dated December 29, 1997 issued to representatives
of Miller, Johnson & Kuehn, Incorporated (incorporated by reference to Exhibit 4.3 of Vascular Solutions Registration Statement
on Form S-1 (File No. 333-84089)).
| |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 4.4 |  | Amended and Restated Investors Rights Agreement dated December 9,
1998, by and between Vascular Solutions, Inc. and the purchasers of Series A and Series B preferred stock (incorporated by
reference to Exhibit 4.4 of Vascular Solutions Registration Statement on Form S-1 (File No. 333-84089)).
| |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 4.5 |  | Stock Purchase Warrant dated June 10, 1999 by and between Vascular
Solutions, Inc. and Jones Pharma, Incorporated (incorporated by reference to Exhibit 4.7 of Vascular Solutions Registration
Statement on Form S-1 (File No. 333-84089)).
| |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  | 10.1 |  | Form of Incentive Stock Option Agreement (Plan) (incorporated by
reference to Exhibit 10.1 to Vascular Solutions Form 8-K filed September 23, 2004)
| |  | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 10.2 |  | Form of Nonqualified Stock Option Agreement (Plan) (incorporated
by reference to Exhibit 10.2 to Vascular Solutions Form 8-K filed September 23, 2004)
| |  | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 10.3 |  | Form of Board of Director Stock Option Agreement (Plan)
(incorporated by reference to Exhibit 10.3 to Vascular Solutions Form 8-K filed September 23, 2004)
| |  | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 31.1 |  | Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
| |  | ---- |  | ---------------------------------------------------------------------------------------------------

| |  | 31.2 |  | Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
| |  | ---- |  | ---------------------------------------------------------------------------------------------------

| |  | 32.1 |  | Certification of Chief Executive Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
| |  | ---- |  | ---------------------------------------------------------------------------------------------------

| |  | 32.2 |  | Certification of Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
| |  | ---- |  | ---------------------------------------------------------------------------------------------------

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

VASCULAR SOLUTIONS, INC.

|                         |                                                                                 |                          |  |                    | 
|------------------------ | ------------------------------------------------------------------------------- | ------------------------ |  | ------------------ | 
|                         |                                                                                 | VASCULAR SOLUTIONS, INC.
|Date:   October 22, 2004 |                                                                                 | By:                      |  | /s/   Howard Root  | 
|                         |                                                                                
|                         | Howard RootChief Executive Officer and Director(principal executive officer)    |                         
|                         |                                                                                 | By:                      |  | /s/   James Hennen | 
|                         |                                                                                
|                         | James HennenChief Financial Officer(principal financial and accounting officer) |                         

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