U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   Form 10-KSB
(Mark One)
    [X]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                    For the fiscal year ended March 31, 2001

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934
                  For the transition period from _____ to _____
                           Commission File No. 0-28034

                         CardioTech International, Inc.
                         ------------------------------
                  (Name of small business issuer in its charter)
        Massachusetts                                      04-3186647
        -------------                                      ----------
State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization                          Identification No.)

       78E Olympia Avenue, Woburn, Massachusetts                    01801
       -----------------------------------------                    -----
       (Address of principal executive offices)                   (Zip Code)

   Issuer's telephone number                                   (781) 933-4772
                                                               --------------

        Securities registered under Section 12 (b) of the Exchange Act:
          Title of each class          Name of each exchange on which registered
Common Stock, $.01 par value per share         American Stock Exchange
--------------------------------------         -----------------------

       Securities registered pursuant to Section 12 (g) of the Act:  None

                             ----------------------

     Indicate  whether the registrant (1) filed all reports required to be filed
by  Section  13  or  15(d) of the Exchange Act during the past 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
   -----    -----

     Check  if  there  is no disclosure of delinquent filers in response to Item
405  of  Regulation S-B is not contained in this form, and no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [ ]

     State issuer's revenues for its most recent fiscal year.   $1,543,000

     As  of May 31, 2001, 8,497,108 shares of the registrant's Common Stock were
outstanding,  and  the  aggregate  market value of the registrant's Common Stock
held  by  non-affiliates  of  the registrant (without admitting that such person
whose  shares  are  not  included  in  such  calculation  is  an  affiliate) was
approximately  $11,471,000  based  on  the  last  sale  price as reported by the
American  Stock  Exchange  on  such  date.

                       DOCUMENTS INCORPORATED BY REFERENCE

     The  registrant  hereby  incorporates  by  reference  into Part III of this
report  portions  of  its  proxy  statement  for  the  2001  annual  meeting  of
stockholders,  which  will  be  filed within 120 days of the registrant's fiscal
year  ended  March  31,  2001.

Transitional  Small  Business  Disclosure  Format  (check  one):
Yes       No  X
   -----    -----


<PAGE>
PART  I

Item  1.  Description  of  Business


GENERAL

     CardioTech International, Inc. ("CardioTech" or the "Company") is using its
proprietary  manufacturing  technology  to  develop  and  manufacture small bore
vascular  grafts,  or  synthetic  blood vessels, made of ChronoFlex, a family of
polyurethanes  that  has  been  demonstrated  to be biocompatible and non-toxic.
Vascular  grafts are used to replace, bypass or provide a new lining or arterial
wall  for occluded, damaged, dilated or severely diseased arteries.  The Company
developed a vascular access graft tradenamed VascuLink Vascular Access Graft and
was  developing  a  peripheral  graft  tradenamed MyoLink Peripheral Graft.  The
Company  sold  the VascuLink and MyoLink products to Nervation Ltd in connection
with  the  disposition of the Company's UK subsidiary, Cardiotech International,
Ltd  ("CTL")  (See  Note  L to Notes to Consolidated Financial Statements).  The
Company  is  currently  developing  a layered microporous coronary artery bypass
graft  tradenamed  CardioPass.

     On  May 4, 2001, the Company completed the acquisition of all the shares of
CMED Catheter and Disposables Technology, Inc., a Minnesota corporation ("CDT"),
from  Colorado  Medtech, Inc., a Colorado corporation ("Medtech") pursuant to an
Acquisition  Agreement  dated as of April 30, 2001, by and among Cardiotech, CDT
and  Medtech.

     CDT  is  an  original  equipment  manufacturer;  supplier  of  specialized
disposable  medical devices to medical device companies from concept to finished
packaged,  sterile  product; and uses its experience in the design, development,
prototyping and manufacturing to provide turnkey contract services. Some devices
designed,  developed  and  manufactured  for  customers  by CDT include sensing,
balloon,  and  drug  delivery  catheters;  disposable  endoscopes;  and in-vitro
diagnostic  and  surgical  disposables.

     Additionally,  through  its  Biomaterials  division,  the Company develops,
manufactures  and  markets polyurethane-based biomaterials for use in both acute
and  chronically  implanted  devices  such  as  stents,  artificial  hearts, and
vascular  ports.  These  premium  biomaterials  are  sold  under the tradenames:
ChronoFlex,  ChronoThane,  HydroThane,  ChronoFilm,  HydroMed  and  Hydroslip.

     CardioTech  owns  a  number  of  patents  relating  to  its  vascular graft
manufacturing  technology.  In  addition,  PolyMedica  Corporation  ("PMI")  has
granted  to  CardioTech an exclusive, perpetual, worldwide, royalty-free license
for  the  use  of  one  polyurethane  patent and related technology in the field
consisting  of  the  development,  manufacture  and  sale of implantable medical
devices  and biodurable polymer material to third parties for the use in medical
applications  (the  "Implantable  Device  and  Materials Field"). PMI also owns,
jointly  with  Thermedics, Inc., the ChronoFlex polyurethane patents relating to
the  ChronoFlex technology ("Joint Technology".) PMI has granted to CardioTech a
non-exclusive,  perpetual,  worldwide,  royalty-free sublicense of these patents
for  use  in  the  Implantable  Devices  and  Materials  Field.

     The  Company  was founded in 1993 as a subsidiary of PMI. In June 1996, PMI
distributed  all  of the shares of CardioTech's common stock, par value $.01 per
share,  that  PMI  owned  to  PMI stockholders of record as of June 3, 1996. The
Company  is  headquartered  in  Woburn,  Massachusetts.

     ChronoFilm  is  a  registered trademark of PMI. ChronoFlex, is a registered
trademark of the CardioTech. ChronoThane, ChronoPrene, HydroThane, PolyBlend and
PolyWeld  are  tradenames of CardioTech. DuraGraft and CardioPass are trademarks
of  CardioTech.

MEDICAL  BACKGROUND

     Blood  is  pumped from the heart throughout the body via arteries. Blood is
returned  to  the heart at relatively low pressure via veins, which have thinner


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<PAGE>
walls  than  arteries  and  have  check  valves which force blood to move in one
direction.  Because  a  specific  area of the body is often supplied by a single
main  artery,  rupture,  severe  narrowing  or occlusion of the artery supplying
blood  to  that  area  is likely to cause an undesirable or catastrophic medical
outcome.

     Vascular grafts are used to replace or bypass occluded, damaged, dilated or
severely  diseased  arteries  and  are  sometimes  used to provide access to the
bloodstream for patients undergoing hemodialysis treatments. Existing small bore
graft  technologies  suffer  from a variety of disadvantages in the treatment of
certain  medical  conditions,  depending  upon  the  need  for  biodurability,
compliance  (elasticity)  and  other  characteristics  necessary  for  long-term
interface  with  the  human  body.

PRODUCT  IN  PRE-CLINICAL  DEVELOPMENT

CARDIOPASS  CORONARY  ARTERY  BYPASS  GRAFT

     Coronary  artery  bypass  graft  ("CABG") surgery is performed to treat the
impairment  of  blood  flow  to portions of the heart. CABG surgery involves the
addition  of  one  or  more  new  vessels  to the heart to re-route blood around
blocked  coronary  arteries.

     Autogenous  grafts  (using  the  patient's  own  saphenous  vein or mammary
artery) have been successfully used in CABG procedures for a number of years and
have  shown  a  relatively high patency rate (80% to 90% for saphenous veins and
over  90%  for  mammary  arteries one year after surgery) with no risk of tissue
rejection.  However,  the  surgical  harvesting of vessels for autogenous grafts
involves significant trauma and expense. In addition, not all patients requiring
CABG  surgery  have  sufficient  native  vessels  as a result of previous bypass
surgeries, or their vessels may be of inferior quality due to trauma or disease.
Cryo-preserved  saphenous veins are available, but these veins often deteriorate
due  to  attack  by  the  body's  immune  system.

     CardioTech  is  developing  its  grafts  using  specialized  ChronoFlex
polyurethane  materials  that  it  believes  will provide significantly improved
performance  in  the  treatment  of  arterial  disorders.  The grafts have three
layers,  similar  to natural arteries and are designed to replicate the physical
characteristics  of  human  blood  vessels.

     The Company is developing the CardioPass Coronary Artery Bypass Graft to be
a  synthetic  graft  of  3mm  in  diameter specifically designed for use in CABG
surgery.  If  successfully  developed,  the Company believes that the CardioPass
Graft  may  be  used  initially  to  provide  an  alternative  to  patients with
insufficient  or inadequate native vessels for use in bypass surgery as a result
of  repeat  procedures,  trauma, disease or other factors. The Company believes,
however,  that  the  CardioPass Graft may ultimately be used as a substitute for
native saphenous veins, thus avoiding the trauma and expense associated with the
surgical  harvesting  of  the  vein.

     The  Company  believes  that  approximately  700,000  CABG  procedures were
performed worldwide, of which nearly 500,000 were performed in the United States
during  1999.  The  Company  believes  that  approximately  20%  of  these  CABG
procedures  were  performed  on  patients  who  had  previously undergone bypass
surgery, and that the number of repeat procedures will continue to increase as a
percentage  of  procedures  performed.  Currently,  approximately  70%  of  CABG
procedures  are  performed utilizing the saphenous vein. The CardioPass Coronary
Artery  Bypass  Graft  is  in  pre-clinical  development.

     The  Company estimates that approximately 100,000 patients are diagnosed by
their  physicians as having native vessels that are inadequate for use in bypass
surgery. If the CardioPass Graft is successfully developed, the Company believes
that  the  graft  may  initially  be  used  for these patients. The Company also
believes  that  if  long-term  clinical  results  are  acceptable  to clinicians
(generally,  greater  than  50% patency five years after implant), the graft may
ultimately  be  used  as  a  direct  substitute  for autogenous saphenous veins.

BIOMATERIALS

     CardioTech  also  develops, manufactures and sells a range of polymer-based
materials  customized  for  use in the manufacture of certain medical devices to


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<PAGE>
other medical device manufacturers. CardioTech sells these custom polymers under
the  tradenames  ChronoFilm,  ChronoFlex,  ChronoThane, ChronoPrene, HydroThane,
PolyBlend  and PolyWeld. The Company also provides development services relating
to  biomaterials  to  medical  device  customers.

     CardioTech  also  manufactures  and  sells  its  proprietary  HydroThane
biomaterials  to medical device manufacturers that are evaluating HydroThane for
use  in  their  products.  HydroThane  is  a  thermoplastic,  water-absorbing,
polyurethane  elastomer, that possesses properties that CardioTech believes make
it  well  suited  for  the  complex  requirements  of a variety of catheters. In
addition  to its physical properties, CardioTech believes HydroThane exhibits an
inherent  degree  of bacterial resistance, clot resistance and biocompatibility.
When  hydrated,  HydroThane  has  elastic  properties  similar to living tissue.

     In July 1999, CardioTech acquired the assets of Tyndale-Plains-Hunter, Ltd.
(TPH), a manufacturer of specialty hydrophilic polyurethanes. TPH's common stock
was  acquired  in  consideration  of $350,000 cash, 446,153 shares of CardioTech
common  stock  valued  at  $725,000, and assumption of approximately $178,000 of
liabilities.  TPH  polymers  are  primarily  sold  to  customers  as  part of an
exclusive  arrangement.  Customers  are  supplied tailored, patented hydrophilic
polyurethanes  in  exchange  for  multi-year,  royalty-bearing  exclusive supply
contracts.  TPH  owns  29  patents  in  the  field of hydrophilic polyurethanes.
In  October  2000,  the  Company completed the transfer of TPH's operations from
Lawrenceville,  NJ  to  the  Company's  headquarters  in  Woburn,  MA.

     During  the fiscal year ended March 31, 2001, the Company was the recipient
of  one  Small Business Innovation Research grant awarded by National Institutes
of  Health  ("NIH")  to support the Company's research and development programs.

     Revenues  were  approximately $1,543,000 and $1,497,000 for the years ended
March  31,  2001  and 2000, respectively. For the years ended March 31, 2001 and
2000,  29% and 40% of revenues, respectively, were generated from royalties from
Bard  Access  Systems,  Inc.  and  grants  from  the  NIH.

MANUFACTURING

     CardioTech  currently  manufactures  limited  quantities  of ChronoFlex and
HydroThane  for  sale  to  medical  device  manufacturers. To date, CardioTech's
manufacturing  activities  with  respect to the specialized ChronoFlex materials
used  in  vascular  grafts  have  consisted  primarily  of  manufacturing  small
quantities  of  such  products  for  use  in clinical trials. The Company has an
agreement  with  CTL  pursuant to which the Company is required to purchase from
and  CTL  has agreed to sell to the Company the vascular grafts it needs subject
to  the  Company's ability to obtain another supplier and to obtain the transfer
of  the  technology.  Cardiotech  could have its newly acquired subsidiary, CMED
Catheter  and  Disposables  Technology,  Inc.  ("CDT"),  undertake  large  scale
commercial  production of vascular grafts, when, and if it elects to do so. This
would  entail,  among  other  things,  the  purchase  of  specialized  extrusion
equipment  capable  of  producing  the  grafts.  To  achieve  profitability,
CardioTech's  products  must  be manufactured in larger commercial quantities in
compliance  with  regulatory requirements and at acceptable costs. Production in
larger commercial quantities will require CardioTech to expand its manufacturing
capabilities  significantly  and  to  hire  and  train  additional  personnel.

     The  development  and  manufacture  of CardioTech's products are subject to
good  laboratory  practice  ("GLP")  and  good  manufacturing  practice  ("GMP")
requirements  prescribed  by  the Food and Drug Administration ("FDA") and other
standards prescribed by the appropriate regulatory agency in the country of use.
There  can be no assurance that CardioTech will be able to obtain or manufacture
products  in  a  timely fashion at acceptable quality and prices, that it or any
suppliers  can  comply  with  GLP  or  GMP,  as  applicable,  or that it or such
suppliers  will  be  able  to  manufacture  an adequate supply of product. CDT's
facility  is ISO 9001 and EN 46001 certified and includes a "Class 10,000" clean
room.

COMPETITION

     Competition  in the medical device industry in general is intense and based
primarily  on  scientific  and technological factors, the availability of patent


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<PAGE>
and  other  protection for technology and products, the ability to commercialize
technological  developments  and the ability to obtain governmental approval for
testing,  manufacturing  and  marketing  products.

     Competition  among  products  will be based, among other things, on product
efficacy,  safety,  reliability,  availability,  price  and  patent position. An
important  factor  will be the timing of the market introduction of CardioTech's
or  competitors' products. Accordingly, the relative speed with which CardioTech
can  develop  products,  complete the clinical trials and approval processes and
supply  commercial quantities of the products to the market is expected to be an
important competitive factor. CardioTech's competitive position will also depend
upon  its  ability  to  attract and retain qualified personnel, to obtain patent
protection or otherwise develop proprietary products or processes, and to secure
sufficient  capital  resources  for  the  often  substantial  period  between
technological  conception  and  commercial  sales.

RESEARCH  AND  DEVELOPMENT

     CardioTech's research and development efforts are focused on developing its
synthetic  vascular  graft technologies.  CardioTech's development decisions are
based  on  (1) development costs, (2) product need, (3) third-party interest and
funding availability, and (4) regulatory considerations.  CardioTech believes it
will need substantial additional financing to conduct human clinical trials, and
produce  coronary artery bypass grafts and other planned products.  No assurance
can  be  given,  however,  that  such  financing,  or  other  financing, will be
available  on  terms  attractive  to  CardioTech,  if  at  all.  Research  and
development  expenditures,  including  costs  of  research grants, for the years
ended  March  31,  2001  and  2000  were  $557,000 and $1,440,000, respectively.

     Cardiotech  granted  CTL  the option to become the exclusive distributor of
the CardioPass Coronary Artery Bypass Graft ("CABG") in Europe. If CTL exercises
this  option,  it  agreed  to fund up to $3,000,000 to perform European clinical
trials  to  obtain  CE  marking.

GOVERNMENT  REGULATION

     CardioTech's  research  and  development  activities  are  also  subject to
regulation for safety, efficacy and quality by numerous governmental authorities
in  the United States.  In the United States, the development, manufacturing and
marketing  of synthetic vascular grafts are subject to regulation for safety and
efficacy  by  the  FDA  in  accordance  with  the  Food,  Drug and Cosmetic Act.
Synthetic  vascular  grafts  are  subject  to rigorous FDA regulation, including
pre-clinical  and  clinical  testing.  The process of completing clinical trials
and  obtaining  FDA approvals for a medical device is likely to take a number of
years, requires the expenditure of substantial resources and is often subject to
unanticipated  delays.  There  can be no assurance that any product will receive
such  approval  on  a  timely  basis,  if  at  all.

     There  can  be  no  assurance that the FDA will approve any of CardioTech's
products  currently  under research for marketing, or if they are approved, that
they  will be approved on a timely basis. Furthermore, CardioTech or the FDA may
suspend  clinical  trials  at any time upon a determination that the subjects or
patients  are being exposed to an unacceptable adverse health risk ascribable to
CardioTech's  products.  If  clinical  studies  are suspended, CardioTech may be
unable  to  continue  the  development of the investigational products affected.

EMPLOYEES

     Prior  to  the acquisition of CDT on April 30, 2001, the Company had 9 full
time  employees  consisting  of  one  in  research  and  development,  four  in
manufacturing  and  production,  and  four  in  management,  administrative  and
marketing  postitions.  As  of  May  31,  2001,  the  Company  has  25 full-time
employees.  Of  these full-time employees, 11 are in research and development, 9
are  in  manufacturing  and production, and 5 are in management, administrative,
and  marketing  positions.  None  of  the  Company's  employees  is covered by a
collective bargaining agreement, and management considers its relations with its
employees  to  be  good.


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<PAGE>
Item  2.  Description  of  Property

     CardioTech  leases  a  total of approximately 16,000 square feet in Woburn,
Massachusetts on a five year lease expiring August 30, 2003.  As a result of the
acquisition  of  CDT, and effective as of May 1, 2001, Cardiotech also leased an
additional  11,000 square feet in Plymouth, Minnesota on a three year lease with
an option to extend for an additional three years.  CardioTech believes that its
current  facilities  are  adequate  for  the  next  several  years.

Item  3.  Legal  Proceedings

     The  Company  is  not  a  party  to  any  legal  proceedings.

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

     No  matters  were  submitted  to a vote of security holders of the Company,
through  solicitations  of  proxies or otherwise, during the last quarter of the
fiscal  year  ended  March  31,  2001.


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<PAGE>
PART  II

Item  5.  Market  Information  for Common Equity and Related Stockholder Matters

     The  common  stock  trades  on the American Stock Exchange under the symbol
"CTE."  The  following  table  sets  forth  the high and low sales prices of the
common  stock for each of the last two fiscal years, as reported on the American
Stock  Exchange.

Fiscal Year Ended March 31, 2000        High         Low
                                       ------       ------

June 30                                1 9/16            1
September 30                            1 1/8         9/16
December 31                               7/8          1/4
March 31                                    7         5/16

Fiscal Year Ended March 31, 2001        High         Low
                                       ------       ------

June 30                                 3 1/4       1 3/16
September 30                            3 1/2        1 3/8
December 31                             3 5/8          5/8
March 31                               1 9/16          3/4

     As  of  June  13, 2001, there were approximately 345 stockholders of record
and  4,012 additional beneficial stockholders (stockholders holding common stock
in  brokerage  accounts).  The last sale price as reported by the American Stock
Exchange  on May 31, 2001 was $1.35.  The Company has never paid a cash dividend
on its common stock and does not anticipate the payment of cash dividends in the
foreseeable future.  The Company's loan agreement with DKB prohibits the Company
from  declaring  or  paying  any  dividends  on  its  common  stock.



Item 6.  Management's Discussion and Analysis of Financial Condition and Results
         of  Operations

RESULTS  OF  OPERATIONS

Year  Ended  March  31,  2001  vs.  March  31,  2000

     Revenue  for  the  year  ended March 31, 2001 was $1,543,000 as compared to
$1,497,000  for the comparable prior year period, an increase of $46,000, or 3%.
The  Company's revenues were favorably affected by a $280,000 or 57% increase in
the  sale of biomaterials and an increase of $79,000 or 21% in related royalties
derived  from  the  Company's core biomaterial products.  The marked increase in
biomaterial  sales  and  related royalties was partially offset by a $313,000 or
50%  decrease in grant revenues resulting from the completion of research grants
in  the  second  quarter  of  fiscal  2001.


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<PAGE>
     Cost  of  product  sales  for the year ended March 31, 2001 was $767,000 as
compared  to  $841,000  for  the  comparable  prior  year  period, a decrease of
$74,000,  or 9%. Gross margin on product sales was approximately 1% for the year
ended  March 31, 2001 as compared to a negative gross margin of 71% for the year
ended  March  31,  2000.  The  marked  improvement in gross margins results from
continued  improvements in operational efficiencies, including the relocation of
the  Tyndale  Plains-Hunter  operations  from  Lawrenceville,  NJ to Woburn, MA;
increasing sales volume of biomaterials; and the disposition of the Company's UK
subsidiary  which  continued  to incur losses in connection with the manufacture
and  sales  of  the vascular access graft. Cost of research grants and contracts
for  the  year ended March 31, 2001 was $147,000 as compared to $465,000 for the
comparable  prior  year  period, a decrease of $318,000, or 68%. The decrease in
cost  of  research  grants  and  contracts was due to the completion of research
grants  in  fiscal  2001.

     Research  and  development  expense  for  the year ended March 31, 2001 was
$410,000  as  compared  to  $975,000  for  the  comparable  prior year period, a
decrease of $565,000, or 58%. This decrease was the result of decreased research
and  clinical  expenses  on the Vascular Graft, which were completed in the last
fiscal year, and the discontinuation of research and development expenditures by
CTL  prior  to the Company's disposition of this UK subsidiary in November 2000.

     Selling,  general  and  administrative expense for the year ended March 31,
2001  was  $1,736,000  as  compared  to $2,875,000 for the comparable prior year
period, a decrease of $1,139,000 or 40%. The decrease is primarily a result of a
$1,136,000 charge for stock based compensation for options issued by the Company
to  a  consultant  during  fiscal  2000.  Net  of the effect of this stock based
compensation  charge  during  fiscal  2000,  selling, general and administrative
costs  decreased  by  $3,000 or less than 1% and reflect the Company's continued
cost  containment  measures.

     Other income (expense), net for the year ended March 31, 2001 was income of
$7,222,000  as  compared  to  expense  of $155,000 for the comparable prior year
period,  an  increase  of  $7,377,000.  The  increase is primarily a result of a
$7,337,000  gain  on  the  sale  of  the  Company's UK subsidiary and a $109,000
increase  in interest income resulting from the cash generated from the proceeds
from  the sale of the UK subsidiary. These increases were partially offset by an
increase  in  interest  expense  due  to  normal interest expense on senior debt
outstanding,  plus  the  write-off  of  approximately  $88,000  of deferred debt
issuance  costs  and  $59,000  of  premium  paid  in  connection  with the early
redemption  of  certain  senior  notes  in  the  third  quarter  of fiscal 2001.

     The  Company's  loss, excluding the gain on sale of its subsidiary, for the
year  ended March 31, 2001 was $1,632,000. The Company's loss, excluding a stock
based  compensation  charge  of $1,136,000 for the year ended March 31, 2000 was
$2,678,000.  Accordingly,  the decrease in the loss, after exclusion of the gain
on  sale of subsidiary in fiscal 2001 and the stock based compensation charge in
fiscal  2000,  was  $1,046,000  or 39%. The decrease in loss is attributable, in
part, to the increase in revenues generated from product sales and royalties and
corresponding  decreases  in  research and development costs. Net income for the
year ended March 31, 2001 was $5,705,000 as compared to a net loss of $3,814,000
for  the  comparable prior year period, an increase in net income of $9,519,000.
The  increase  in  net  income is attributable primarily to a gain of $7,337,000
recognized  on  the  disposition of CardioTech International Ltd., the Company's
former  UK  subsidiary.  Basic net income per share for the year ended March 31,
2001  was  $0.68  per share as compared to basic net loss per share of $0.58 per
share  for the comparable prior year period, an increase in net income per share
of  $1.26.  Diluted  net  income per share for the year ended March 31, 2001 was
$0.61  per  share as compared to basic net loss per share of $0.58 per share for
the  comparable prior year period, an increase in net income per share of $1.19.

LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Company  used  $776,000 to fund operations during the year ended March
31,  2001  compared to $2,322,000 for the comparable prior year period.  For the
year  ended March 31, 2001, the Company provided funds as a result of net income
of  $5,705,000,  a  decrease  in  accounts  receivable  of $277,000, increase in
accrued  expenses  of  $70,000,  and  non-cash  depreciation and amortization of
$338,000.  These  sources  of  cash  were offset by the effect of the $7,337,000
gain  on  sale  of  the  UK  subsidiary,  and  a decrease in accounts payable of
$129,000.  Investing  activities  provided cash of $6,003,000 for the year ended
March  31,  2001,  as compared to the use of cash of $418,000 for the year ended


                                        7
<PAGE>
March  31,  2000,  and is primarily attributable to the sale of the Company's UK
subsidiary.  Financing  activities  used  cash  of $1,910,000 for the year ended
March  31,  2001,  as compared to cash provided of $2,136,000 for the year ended
March  31, 2000, and is primarily attributable to the repayment of $2,034,000 of
certain  senior  convertible notes, including a premium of $59,000 for the early
repayment  of  these senior convertible notes, simultaneous with the sale of the
Company's  UK  subsidiary.  This  was  partially  offset by net cash proceeds of
$164,000  received  on  the  issuance of common stock related to the exercise of
outstanding  options  and  warrants.  Cash  and  cash  equivalents  amounted  to
$5,110,000  at  March  31,  2001 as compared to $1,793,000 at March 31, 2000, an
increase  of  $3,317,000  or  185%.

     On  November  17, 2000, the Company entered into a Share Purchase Agreement
in  respect  of  CardioTech  International Ltd. (the "Agreement") with Nervation
Limited  ("Nervation").  This  Agreement  provided  for  the purchase of all the
issued  and  outstanding  ordinary  shares  (the  "Shares")  of  CardioTech
International,  Ltd.  ("LTD")  by  Nervation  from  CardioTech  for  total  cash
consideration  of  $7,000,000. The Company obtained stockholder approval for the
sale  of  the  Shares  on  October  26,  2000.

     The  Company  agreed to i) transfer all the Shares of LTD to Nervation; ii)
extend  the  right  to  Nervation  the  use  of the name "CardioTech" and/or any
similar  imitations  thereof  for a period of not less than five (5) years; iii)
transfer legal title to all assets used by LTD in connection with manufacturing,
marketing,  development and exploration of the access and peripheral grafts (the
"Business");  iv)  grant  an  exclusive  worldwide  license  to  manufacture the
specific  formulation  of  Chronoflex  RC  for  the  Business  in certain events
including  business  interruption,  sale,  merger  or acquisition of the Company
and/or the inability of the Company to furnish the Chronoflex RC to Nervation in
sufficient  quantity  and/or  consistently  and  on  a  reasonable  and  timely
commercial  basis;  v)  grant  Nervation  the  option  to  become  the exclusive
distributor of the Company's CardioPass Coronary Artery Bypass Graft ("CABG") in
Europe.  If  Nervation exercises this option, it agreed to fund up to $3,000,000
to  perform  European  clinical  trials  to  obtain CE Marking; vi) enter into a
covenant  by  the  Company  not  to compete with Nervation in the manufacturing,
marketing,  development  and  exploitation  of  the access and peripheral grafts
currently  used  in  the Business, including the Vasculink Vascular Access Graft
and  the  Myolink  Arterial  Bypass  Graft;  vii)  assign  all  Trademarks  and
Intellectual  Property  used  in  connection  with the Business and assets being
transferred  to  Nervation;  and  viii)  purchase  CABG  grafts  from Nervation.
Nervation  agreed to supply the Company with such grafts. This is subject to the
Company's  ability  to obtain another supplier and to obtain the transfer of the
technology.

     In  exchange  for  the  above  referenced terms and conditions, the Company
received and/or maintained as consideration for consummating said transaction i)
a cash payment of $7,000,000; ii) the exclusive, worldwide right to the CABG and
a  covenant  from  Nervation not to compete directly or indirectly with the CABG
product utilizing ChronoFlex technology; iii) the release of certain obligations
and  guarantees with respect to certain debts and obligations of LTD; and iv) an
advance  payment  of  $200,000  for  ChronoFlex  RC  to  be  sold  to Nervation.

     In  connection  with  the  transaction,  the  Company  repaid approximately
$2,034,000  of  7%  senior  convertible  notes held by Dresdner Kleinwort Benson
Private  Equity  Partners  LP,  including  all  accrued  interest and redemption
premiums.  Per  the Agreement, the Company was also required to place in escrow,
for  a period of eighteen months from the date of the Agreement, $700,000 of the
gross  proceeds  to  fulfill  certain  indemnification  provisions.  The Company
incurred  transaction  related  costs  of  approximately  $230,000.

     The  Company  issued  a  total of 351,750 shares of common stock during the
year  ended  March 31, 2001 as a result of the exercise of common stock purchase
warrants  and  employee  incentive stock options. As a result of the exercise of
warrants  to  purchase the Company's common stock, the Company received proceeds
of  $145,000.  In  addition,  the  Company received proceeds of $19,000 upon the
exercise of employee incentive stock options, a note receivable in the amount of
$15,000 for the exercise of options by a director, and a subscription receivable
in  the  amount  of  $280,000  for  the  exercise  of  options  by a consultant.


                                        8
<PAGE>
     In  April  2000,  the  Company issued 67,113 shares of the Company's common
stock  to  PolyBioMed Ltd., having a fair market value of $79,000 on the date of
issuance,  in  consideration of a technology license agreement. In May 2000, the
Company  also  loaned  PolyBioMed  Ltd.  $40,000.  In June 2000, PolyBioMed Ltd.
delivered  to the Company 20,822 shares of the originally issued common stock at
a  cost of $40,000 in repayment of the loan, which has been recorded as treasury
stock  as  of  March  31,  2001.

     On  May 4, 2001, the Company completed the acquisition of all the shares of
CMED Catheter and Disposables Technology, Inc., a Minnesota corporation ("CDT"),
from  Colorado  Medtech, Inc., a Colorado corporation ("Medtech") pursuant to an
Acquisition  Agreement  dated as of April 30, 2001, by and among Cardiotech, CDT
and  Medtech.

     CDT  is  an  original  equipment  manufacturer;  supplier  of  specialized
disposable  medical devices to medical device companies from concept to finished
packaged,  sterile  product; and uses its experience in the design, development,
prototyping  and  manufacturing  to  provide  turnkey  contract  services. CDT's
facility  is ISO 9001 and EN 46001 certified and includes a "Class 10,000" clean
room.

     The  consideration  paid  by Cardiotech to Medtech was $1,300,000 in a cash
payment,  $130,000  of which was placed into escrow pursuant to the terms of the
agreement.  The  cash  consideration used in the purchase came from Cardiotech's
working  capital.  In  connection  with the transaction, Cardiotech acquired net
assets  of  CDT having a book value of approximately $375,000. Additionally, the
Company  incurred  transaction  costs  of approximately $75,000. The acquisition
will  be  accounted  for  in  accordance with the purchase method of accounting.
Accordingly, the Company will allocate the excess purchase price over net assets
acquired  at  their  fair  market  value  to  identifiable intangible assets and
goodwill. Operations of CDT will be included in CardioTech's operations from May
1,  2001,  the  date  of  the  acquisition.

     CardioTech's future growth will depend upon its ability to raise capital to
support  research and development activities and to market and sell its vascular
graft  technology,  specifically  the coronary artery bypass graft, when, and if
developed.  Through  March  31,  2001, CardioTech continued to generate revenues
from  the  sale  of  vascular  grafts  and  biomaterials,  royalties  earned  on
biomaterials  and  NIH research grants. As of November 17, 2000, and as a result
of  the  transaction  whereby  the  Company  disposed  of its UK subsidiary, the
Company  will  no  longer generate revenues from the sales or potential sales of
vascular  access  or peripheral grafts. However, the Company will also not incur
further  sales  and marketing costs associated with the vascular access graft or
research  and  clinical  costs  associated  with  the  peripheral  graft.

     CardioTech  will  require  substantial  funds  for  further  research  and
development,  future  pre-clinical  and  clinical  trials, regulatory approvals,
establishment  of commercial-scale manufacturing capabilities, and the marketing
of  its  products. CardioTech's capital requirements depend on numerous factors,
including  but  not  limited  to,  the  progress of its research and development
programs;  the progress of pre-clinical and clinical testing; the time and costs
involved  in  obtaining  regulatory  approvals; the cost of filing, prosecuting,
defending  and  enforcing  any  intellectual  property  rights;  competing
technological  and  market  developments; changes in CardioTech's development of
commercialization  activities  and  arrangements; and the purchase of additional
facilities  and  capital  equipment.

     As  of  March  31,  2001,  CardioTech  was  conducting  its operations with
approximately $5,110,000 in cash and cash equivalents. CardioTech estimates such
amount  combined  with  its cash flow from operations will be sufficient to fund
its  working  capital and research and development activities in the next twelve
months.  Future  expenditures  for  product  development, especially relating to
outside  testing and clinical trials, are discretionary and, accordingly, can be
adjusted  based  on  the  availability  of  cash.

Recent  Accounting  Pronouncements

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting  for  Derivative  Instruments and Hedging Activities."  SFAS No. 133
requires  companies  to recognize all derivative contracts at their fair values,
as either assets or liabilities on the balance sheet.  If certain conditions are
met,  a  derivative  may be specifically designated as a hedge, the objective of
which  is  to  match  the  timing  of  gain  or  loss recognition on the hedging


                                        9
<PAGE>
derivative  with  the  recognition  of  (1) the changes in the fair value of the
hedged  asset  or liability that are attributable to the hedged risk, or (2) the
earnings  effect  of  the  hedged  forecasted transaction.  For a derivative not
designated  as a hedging instrument, the gain or loss is recognized in income in
the  period  of  change.  SFAS No. 133, as amended by SFAS No. 137, is effective
for  all  fiscal  quarters  of  fiscal  years  beginning  after  June  15, 2000.
Historically,  the  Company  has not entered into derivative contracts either to
hedge  existing  risks or for speculative purposes. Adoption of the new standard
is  not  expected  to  have  a  material  impact  on  the  Company's  results of
operations,  financial  position  or  cash  flows.

     In  March  2000,  the  FASB  issued  interpretation  No.  44  ("FIN  44"),
"Accounting  for  Certain  Transactions  Involving  Stock  Compensation,  an
interpretation  of  APB Opinion No. 25." FIN 44 clarifies the application of APB
No.  25  for (a) the definition of employee for purposes of applying APB 25, (b)
the criteria for determining whether a plan qualifies as a noncompensatory plan,
(c) the accounting consequences of various modifications to the previously fixed
stock  option  or  award,  and  (d)  the  accounting  for  an  exchange of stock
compensation  awards  in a business combination. FIN 44 became effective July 1,
2000  but  certain  conclusions  cover  specific  events that occur after either
December  15, 1998 or January 12, 2000. The Company has adopted FIN 44 in fiscal
2001  and  it  did  not  have  a  material  effect  on  the  Company's financial
statements.

     In  December  1999,  the  Securities and Exchange Commission ("SEC") issued
Staff  Accounting  Bulletin No. 101, which summarizes certain of the SEC staff's
views  in  applying  generally  accepted  accounting  principles  to  revenue
recognition  in  financial statements. The Staff Accounting Bulletin was adopted
in  the year ended March 31, 2001. The initial adoption of this guidance did not
have  a  material  impact  on  the  Company's results of operations or financial
position.

Forward  Looking  Statements

     The  Company  believes  that  this  Form  10-KSB  contains  forward-looking
statements  that  are subject to certain risks and uncertainties. These forward-
looking  statements  include  statements such as (i) the expected performance of
its  grafts,  (ii) the expected size of the market for the Company's products in
development,  (iii) the Company's ability to manufacture grafts that taper, (iv)
HydroThane's  bacterial  resistance,  clot resistance, and biocompatibility, (v)
the  sufficiency of the Company's liquidity and capital and the steps that would
be  taken  in  the  event funding is not available. Such statements are based on
management's  current  expectations  and  are subject to a number of factors and
uncertainties  that  could  cause  actual  results to differ materially from the
forward-looking  statements. The Company cautions investors that there can be no
assurance  that actual results or business conditions will not differ materially
from those projected or suggested in such forward-looking statements as a result
of  various  factors.


                                       10
<PAGE>
<TABLE>
<CAPTION>
Item 7. Financial Statements                                                   Page
<S>                                                                            <C>
The following documents are filed as part of this report on Form 10-KSB

Report of Independent Certified Public Accountants                             F-1

Consolidated Balance Sheet at March 31, 2001                                   F-2

Consolidated Statements of Operations for the years ended
   March 31, 2001 and 2000                                                     F-3

Consolidated Statements of Stockholders' Equity (Deficit) for the years ended
   March 31, 2001 and 2000                                                     F-4

Consolidated Statements of Cash Flows for the years ended
   March 31, 2001 and 2000                                                     F-5 - F-6

Notes to Consolidated Financial Statements                                     F-7 - F-20
</TABLE>

Item  8.  Changes  In  and  Disagreements  With  Accountants  on  Accounting and
         Financial  Disclosure

     On  December  1, 1999, CardioTech International, Inc. (the "Company"), with
the  approval of the Company's Audit Committee and Board of Directors, dismissed
its  independent  accountants,  PricewaterhouseCoopers  LLP ("PWC").  During the
years  ended  March 31, 1999 and 1998, and the subsequent interim period through
December  1,  1999  (the  date  of  PWC's dismissal as the Company's independent
accountants),  (i)  there  were  no  disagreements  with  PWC  on any matters of
accounting  principles or practices, financial statement disclosure, or auditing
scope  or procedure, which disagreements, if not resolved to the satisfaction of
PWC,  would  have  caused  PWC  to make a reference to the subject matter of the
disagreements  in  connection  with  its reports in the financial statements for
such  years  and  (ii)  there  were no "reportable events" as described in Items
304(a)(1)(iv)  of Regulation S-K.  The independent accountant's report of PWC on
the  Company's  consolidated  financial  statements for the year ended March 31,
1998  contained  no  adverse  opinion  or  disclaimer  of  opinion  and were not
qualified  or  modified as to uncertainty, audit scope or accounting principles.
The  independent  accountant's  report  of  PWC  on  the  Company's consolidated
financial  statements  for  the  year  ended March 31, 1999 contained no adverse
opinion  or disclaimer of opinion and were not qualified or modified as to audit
scope or accounting principles.  However, the independent accountant's report of
PWC  on the Company's consolidated financial statements for the year ended March
31,  1999  was  modified  as to a going concern uncertainty to which the Company
concurred  without  objection.

     On  December  6,  1999,  the  Company  appointed,  with the approval of the
Company's  Audit  Committee and Board of Directors, the firm of BDO Seidman, LLP
as  its  independent  accountants.


                                       11
<PAGE>
PART  III

Item  9.  Directors,  Executive  Officers,  Promoters  and  Control  Persons;
        Compliance  with  Section  16(a)  of  the  Exchange  Act.

     The  information  required  by  this item will be set forth in the sections
entitled  "Management"  and  "Section 16(a) Beneficial Ownership, Reporting, and
Compliance"  in the Proxy Statement for the Annual Meeting of Stockholders to be
held  on  or  about  September  24, 2001 and to be filed with the Securities and
Exchange  Commission not later than July 29, 2001, and is incorporated herein by
this  reference.

Item  10.  Executive  Compensation

          The  information  required  by  this  item will be set forth under the
section  entitled "Executive Compensation" in the Proxy Statement for the Annual
Meeting  of  Stockholders  to  be  held on or about September 24, 2001 and to be
filed  with the Securities and Exchange Commission not later than July 29, 2001,
and  is  incorporated  herein  by  this  reference.

Item  11.  Security  Ownership  of  Certain  Beneficial  Owners  and  Management

     The  information  required  by  this item will be set forth in the sections
entitled  "Share  Ownership"  in  the  Proxy Statement for the Annual Meeting of
Stockholders  to be held on or about September 24, 2001 and to be filed with the
Securities  and  Exchange  Commission  not  later  than  July  29,  2001, and is
incorporated  herein  by  this  reference.

Item  12.  Certain  Relationships  and  Related  Transactions

     The  information  required  by  this  item will be set forth in the section
entitled "Certain Relationships and Related Transactions" in the Proxy Statement
for the Annual Meeting of Stockholders to be held on or about September 24, 2001
and  to be filed with the Securities and Exchange Commission not later than July
29,  2001,  and  is  incorporated  herein  by  this  reference.

Item  13.  Exhibits,  Financial  Statement Schedules, and Reports on Form 10-KSB

     (a)  The  following  are  filed  as  part  of  this  Form  10-KSB:

          (1)  Financial  Statements:  For  a list of financial statements which
               are  filed  as  part  of  this  Form  10-KSB,  See  Page  11
          (2)  Exhibits

          Exhibit  Number:

          3.1       Articles  of  Incorporation were filed as Exhibit 3.1 of the
                    Form  10  and  are  incorporated  herein  by  reference.

          3.1.1     Certificate  of  Vote  of  Directors Establishing a Class or
                    Series  of  Stock  for Series A Preferred Stock was filed as
                    Exhibit  3.1 to CardioTech's Form 10-Q for the quarter ended
                    September  30,  1998,  filed  on  November  16, 1998, and is
                    incorporated  herein  by  reference.

          3.1.2     Certificate of Correction dated December 11, 1998 was filed
                    as  Exhibit  3.1  to  CardioTech's Form 10-Q for the quarter
                    ended  December 31, 1998, filed on February 16, 1999, and is
                    incorporated  herein  by  reference.


                                       12
<PAGE>
          3.2       Bylaws  were  filed  as  Exhibit  3.2 of the Form 10 and are
                    incorporated  herein  by  reference.

          10.2      Tax  Matters Agreement between PMI and CardioTech, dated May
                    13,  1996,  was  filed as Exhibit 10.2 of the Form 10 and is
                    incorporated  herein  by  reference.

          10.3      Amended  and  Restated  License  Agreement  between  PMI and
                    CardioTech, dated May 13, 1996, was filed as Exhibit 10.4 of
                    the  Form  10  and  is  incorporated  herein  by  reference.

          10.4      CardioTech  1996  Employee,  Director  and  Consultant Stock
                    Option  Plan,  as  amended,  was  filed  as  Exhibit 10.4 to
                    CardioTech's  Form  10-K  for the year ended March 31, 1998,
                    filed  on  June  29,  1998,  and  in  incorporated herein by
                    reference.

          10.5      Employment  Agreement  of  Michael  Szycher, dated March 26,
                    1998,  was  filed  as Exhibit 10.5 to CardioTech's Form 10-K
                    for  the  year ended March 31, 1998, filed on June 29, 1998,
                    and  in  incorporated  herein  by  reference.

          10.10     Development,  Supply and License Agreement between PMI and
                    Bard  Access  Systems, dated November 11, 1992, was filed as
                    Exhibit  10.10  of the Form 10 and is incorporated herein by
                    reference.

           10.11    Lease Agreement between CardioTech and Cummings Properties
                    Management,  Inc., dated June 26, 1998, was filed as Exhibit
                    10.11 to CardioTech's Form 10-K for the year ended March 31,
                    1998,  filed on June 29, 1998, and in incorporated herein by
                    reference.

           10.15    Note Purchase Agreement dated as of March 31, 1998 between
                    CardioTech  and  Dresdner  Kleinwort  Benson  Private Equity
                    Partners,  LP ("Kleinwort Benson") was filed as Exhibit 99.1
                    to  CardioTech's  Form  8-K  filed  with  the Securities and
                    Exchange Commission (the "Commission") on April 15, 1998 and
                    is  incorporated  herein  by  reference.

           10.15.1  Amendment,  dated  as  of  November  12,  1998,  to Note
                    Purchase  Agreement  and  Registration  Rights Agreement was
                    filed  as  Exhibit  10.1  to  CardioTech's Form 10-Q for the
                    quarter ended September 30, 1998, filed on November 16, 1998
                    and  is  incorporated  herein  by  reference.

           10.16    7%  Convertible  Senior  Note  dated  as of March 31, 1998
                    between CardioTech and Kleinwort Benson was filed as Exhibit
                    99.2  to  CardioTech's Form 8-K filed with the Commission on
                    April  15,  1998  and  is  incorporated herein by reference.

           10.18    Form  of  Unit  Purchase  Agreement between CardioTech and
                    certain  individuals  was  filed  as  Exhibit  99.1  to
                    CardioTech's  Form  S-3,  filed  with  the  Securities  and
                    Exchange  Commission  on  February  12,  1999,  and  is
                    incorporated  herein  by  reference.

           10.19    Form  of  Warrant  to  Purchase  Shares of Common Stock of
                    CardioTech  issued  to  certain  individuals  was  filed  as
                    Exhibit  99.2  to  CardioTech's  Form  S-3,  filed  with the
                    Securities and Exchange Commission on February 12, 1999, and
                    is  incorporated  herein  by  reference.


                                       13
<PAGE>
           21       Subsidiaries  of  CardioTech

           23       Consent  of  BDO  Seidman, LLP, Independent Certified Public
                    Accountants

     (b)  Reports  on  Form  8-K:  None

Copies of these exhibits are available for a reasonable fee upon written request
to  the  Company at its corporate headquarters:  CardioTech International, Inc.,
78-E  Olympia  Avenue,  Woburn,  MA  01801.  ATTN:  Thomas  F.  Lovett.


                                       14
<PAGE>
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Board of Directors and Stockholders of CardioTech International, Inc.:

We  have  audited  the  accompanying  consolidated  balance  sheet of CardioTech
International,  Inc.  and  subsidiaries  as  of  March 31, 2001, and the related
consolidated  statements of operations, stockholders' equity (deficit), and cash
flows  for  the  two  years in the period ended March 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 standards generally accepted in the
United  States of America.  Those standards require that we plan and perform the
audit  to obtain reasonable assurance about whether the financial statements are
free  of  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 consolidated financial statements referred to above, present
fairly,  in  all  material  respects,  the  financial  position  of  CardioTech
International, Inc. and subsidiaries at March 31, 2001, and the results of their
operations  and their cash flows for the two years in the period ended March 31,
2001,  in conformity with accounting principles generally accepted in the United
States  of  America.



                                                                BDO Seidman, LLP

Boston,  Massachusetts
May  18,  2001


                                       F-1
<PAGE>
<TABLE>
<CAPTION>
                         CARDIOTECH INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEET

                                                                 MARCH 31,
                                                                   2001
                                                               ------------
ASSETS
<S>                                                            <C>
Current Assets:
  Cash and cash equivalents                                    $ 5,110,000
  Accounts receivable -- trade                                      55,000
  Accounts receivable -- other                                      97,000
  Inventory                                                         74,000
  Prepaid expenses                                                  63,000
                                                               ------------
    Total Current Assets                                         5,399,000

Property and equipment, net                                        330,000
Cash held in escrow                                                712,000
Other non-current assets, net                                      810,000
                                                               ------------

Total Assets                                                   $ 7,251,000
                                                               ============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable                                             $   382,000
  Accrued expenses                                                 345,000
  Deferred revenue                                                  92,000
                                                               ------------
    Total Current Liabilities                                      819,000

Long-term Obligations:
  7% convertible senior notes due 2003                             378,000
                                                               ------------

    Total Liabilities                                            1,197,000
                                                               ------------

Commitments and contingencies

Stockholders' Equity:
  Common stock, $.01 par value, 20,000,000 shares authorized,
      8,517,930 issued and 8,497,108 outstanding                    85,000
  Additional paid-in capital                                    14,680,000
  Accumulated deficit                                           (8,226,000)
  Notes receivable from officers and consultants                  (445,000)
                                                               ------------
                                                                 6,094,000
  Less: treasury stock, 20,822 shares at cost                      (40,000)
                                                               ------------
    Total Stockholders' Equity                                   6,054,000
                                                               ------------

    Total Liabilities and Stockholders' Equity                 $ 7,251,000
                                                               ============
</TABLE>

The  accompanying  notes  are  an  integral part of these consolidated financial
statements.


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                         CARDIOTECH INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                           FOR THE YEARS ENDED MARCH 31,
                                                2001          2000
                                            ------------  ------------
<S>                                         <C>           <C>
Revenue :
  Product sales                             $   773,000   $   493,000
  Research grants and contracts                 311,000       624,000
  Royalties                                     459,000       380,000
                                            ------------  ------------
                                              1,543,000     1,497,000
                                            ------------  ------------

Operating Expenses:
  Cost of product sales                         767,000       841,000
  Cost of research grants and contracts         147,000       465,000
  Research and development                      410,000       975,000
  Selling, general and administrative         1,736,000     2,875,000
                                            ------------  ------------
                                              3,060,000     5,156,000
                                            ------------  ------------

Loss from operations                         (1,517,000)   (3,659,000)
                                            ------------  ------------

Other Income (Expense):
  Gain on sale of subsidiary                  7,337,000             -
  Interest expense                             (289,000)     (211,000)
  Interest income                               165,000        56,000
  Other income                                    9,000             -
                                            ------------  ------------
Other income (expense), net                   7,222,000      (155,000)
                                            ------------  ------------

Net income (loss)                           $ 5,705,000   $(3,814,000)
                                            ============  ============

Other comprehensive  income (loss):
  Foreign currency translation adjustment        24,000       (12,000)
                                            ------------  ------------

Comprehensive income (loss)                 $ 5,729,000   $(3,826,000)
                                            ============  ============

Net income (loss) per common share:
  Basic                                     $      0.68   $     (0.58)
                                            ============  ============
  Diluted                                   $      0.61   $     (0.58)
                                            ============  ============

Shares used in computing net income (loss)
  per common share:
  Basic                                       8,424,374     6,541,545
                                            ============  ============
  Diluted                                     9,393,742     6,541,545
                                            ============  ============
</TABLE>

The  accompanying  notes  are  an  integral part of these consolidated financial
statements.


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                                               CARDIOTECH INTERNATIONAL, INC.
                                         STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                         FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

                                                                                                 Subscription
                                                  Common Stock                                    and Notes
                                             ---------------------  Additional                     Receivable
                                              Number of               Paid-In     Accumulated    from Officers     Treasury
                                                Shares     Amount     Capital       Deficit      and Consultant     Stock
                                             ------------  -------  -----------  -------------  ----------------  ----------
<S>                                          <C>           <C>      <C>          <C>            <C>               <C>
Balance at March 31, 1999                       6,138,916  $61,000  $10,151,000  $(10,117,000)  $      (200,000)  $       -

Conversion of convertible preferred               353,123    4,000      496,000
   shares to common stock
Issuance of common stock in connection            446,153    4,000      721,000
   with acquisition
Issuance of common stock in connection            191,875    2,000      129,000
   with exercise of stock options
Issuance of common stock in connection            969,000   10,000    1,459,000
   with exercise of stock warrants
Fair value of options granted to consultant                           1,136,000
Payment of officer note                                                                                  50,000
Net loss                                                                           (3,814,000)
Effect of cumulative translation adjustment
                                             ------------  -------  -----------  -------------  ----------------  ----------

Balance at March 31, 2000                       8,099,067   81,000   14,092,000   (13,931,000)         (150,000)          -

Issuance of common stock in connection            254,750    3,000      311,000                        (295,000)
   with exercise of stock options
Issuance of common stock in connection             97,000    1,000      144,000
   with exercise of stock warrants
Issuance of common stock in connection             67,113                79,000
   with license agreement
Fair value of options granted to consultant                              54,000
Treasury stock, at cost                                                                                             (40,000)
Net income                                                                          5,705,000
Effect of cumulative translation adjustment
                                             ------------  -------  -----------  -------------  ----------------  ----------

Balance at March 31, 2001                       8,517,930  $85,000  $14,680,000  $ (8,226,000)  $      (445,000)  $ (40,000)
                                             ============  =======  ===========  =============  ================  ==========

                                               Accumulated         Total
                                                  Other         Stockholders'
                                              Comprehensive        Equity
                                              Income (Loss)       (Deficit)
                                             ---------------  ---------------
<S>                                          <C>              <C>
Balance at March 31, 1999                    $      (12,000)  $     (117,000)

Conversion of convertible preferred                                  500,000
   shares to common stock
Issuance of common stock in connection                               725,000
   with acquisition
Issuance of common stock in connection                               131,000
   with exercise of stock options
Issuance of common stock in connection                             1,469,000
   with exercise of stock warrants
Fair value of options granted to consultant                        1,136,000
Payment of officer note                                               50,000
Net loss                                                          (3,814,000)
Effect of cumulative translation adjustment         (12,000)         (12,000)
                                             ---------------  ---------------

Balance at March 31, 2000                           (24,000)          68,000

Issuance of common stock in connection                                19,000
   with exercise of stock options
Issuance of common stock in connection                               145,000
   with exercise of stock warrants
Issuance of common stock in connection                                79,000
   with license agreement
Fair value of options granted to consultant                           54,000
Treasury stock, at cost                                              (40,000)
Net income                                                         5,705,000
Effect of cumulative translation adjustment          24,000           24,000
                                             ---------------  ---------------

Balance at March 31, 2001                    $            -   $    6,054,000
                                             ===============  ===============
</TABLE>

The  accompanying  notes  are  an  integral part of these consolidated financial
statements.


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                               CARDIOTECH INTERNATIONAL, INC.
                            CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                FOR THE YEARS ENDED MARCH 31,
                                                                      2001          2000
                                                                  ------------  ------------
<S>                                                               <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                               $ 5,705,000   $(3,814,000)
  Adjustments to reconcile net income (loss) to net
    cash flows used by operating activities:
    Fair value of options granted to consultant                        54,000     1,136,000
    Interest paid by issuance of convertible senior notes              37,000       140,000
    Depreciation and amortization                                     338,000       353,000
    Write-off of deferred debt issuance costs                          88,000             -
    Gain on sale of subsidiary                                     (7,337,000)            -
    Changes in operating assets and liabilities (net of effects of
      disposition of subsidiary in  2001 and Tyndale Plains-Hunter
      acquisition in 2000):
      Accounts receivable                                             277,000       (71,000)
      Inventory                                                        17,000      (112,000)
      Prepaid expenses                                                (38,000)        3,000
      Other assets                                                     93,000       (71,000)
      Accounts payable                                               (129,000)      125,000
      Accrued expenses                                                 70,000       (11,000)
      Deferred revenue                                                 49,000
                                                                  ------------  ------------
    Net cash used by operating activities                            (776,000)   (2,322,000)
                                                                  ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                                  (67,000)      (91,000)
  Proceeds from sale of subsidiary, less cash held in
    escrow of $700,000 and transaction costs of $230,000            6,070,000             -
  Acquisition of Tyndale Plains-Hunter, net                                 -      (327,000)
                                                                  ------------  ------------
    Net cash provided (used) by investing activities                6,003,000      (418,000)
                                                                  ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds from (repayment) issuance of
    convertible senior notes                                       (1,975,000)      486,000
  Payment of premium on repayment of senior notes                     (59,000)            -
  Net proceeds from issuance of common stock                          164,000     1,600,000
  Purchase of treasury stock                                          (40,000)            -
  Net proceeds from repayment of officer notes                              -        50,000
                                                                  ------------  ------------
    Net cash provided (used) by financing activities               (1,910,000)    2,136,000
                                                                  ------------  ------------

  Effect of exchange rate changes on cash
    and cash equivalents                                                    -         5,000
                                                                  ------------  ------------

Net increase (decrease) in cash and cash equivalents                3,317,000      (599,000)

Cash and cash equivalents at beginning of year                      1,793,000     2,392,000
                                                                  ------------  ------------

Cash and cash equivalents at end of year                          $ 5,110,000   $ 1,793,000
                                                                  ============  ============
</TABLE>

The  accompanying  notes  are  an  integral part of these consolidated financial
statements.


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                         CARDIOTECH INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

SUPPLEMENTAL  DISCLOSURE  OF  CASH  FLOW  INFORMATION:

                                                         FOR THE YEARS ENDED MARCH 31,
                                                         -----------------------------
                                                                2001         2000
                                                           -------------  -----------
<S>                                                        <C>           <C>
Common stock issued in connection with acquisition         $          -  $     725,000
Conversion of preferred stock                                         -        500,000
License acquired with issuance of common stock                   79,000              -
Issuance of notes receivable from officers                       15,000              -
Issuance of stock subscription receivable from consultant       280,000              -
Interest income received                                        166,000         50,000
Interest expense paid                                            59,000              -
Income taxes paid                                                     -              -
</TABLE>

The  accompanying  notes  are  an  integral part of these consolidated financial
statements.


                                      F-6
<PAGE>
                 CARDIOTECH INTERNATIONAL, INC. AND SUSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NATURE  OF  BUSINESS

     CardioTech  International,  Inc.  (including its subsidiaries, collectively
"CardioTech"  or  the  "Company") is using its proprietary technology to develop
and  manufacture small bore vascular grafts, or synthetic blood vessels, made of
ChronoFlex,  a  family  of  polyurethanes,  that  has  been  demonstrated  to be
biocompatible  and  non-toxic.  The  Company  is  headquartered  in  Woburn,
Massachusetts  where  it  also  operates  its  manufacturing  and  laboratory
facilities.

A.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Basis  of  Presentation

     CardioTech  was  incorporated  in  March  1993.  CardioTech  and CardioTech
International, Ltd. ("CTL") were spun off of PolyMedica Industries, Inc. ("PMI")
in  June  1996.  CardioTech  Acquisition  Corp, a wholly-owned subsidiary of the
Company,  was  incorporated  in  April  1999.  CTL  was  sold  in November 2000.

     The  consolidated  financial statements include the accounts of the Company
and  its  wholly-owned  subsidiaries.  All significant intercompany balances and
transactions  have  been  eliminated.

Uses  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  may  differ from those estimates and such
differences  may  be  material  to  the  financial  statements.

Uncertainties

     The  Company  is subject to risks common to companies in the medical device
industry,  including,  but  not  limited  to,  development  of  new  technology
innovations  by  competitors  of  the  Company,  dependence  on  key  personnel,
protection  of  proprietary  technology,  and  compliance  with  FDA  government
regulations.

Cash  and  Cash  Equivalents

     Cash  and  Cash Equivalents include cash on hand, demand deposits and short
term  investments  with  original  maturities  of  three  months  or less.  Cash
equivalents  represent  a  deposit  in  a  money  market  account of $4,676,000.

Accounts  Receivable  -  Other

     Accounts  Receivable - Other principally consist of revenue receivable from
research  and  development  work completed on National Institute of Health Small
Business  Innovative  Research  Grants  and  royalty  income  receivable.

Revenue  Recognition  -  Product,  Research  and  Royalty  Revenue

     Revenue  is  generated  in  connection  with  the  development  and sale of
ChronoFlex  and  other proprietary biomaterials for use in medical devices.  The
Company  also  receives  license and royalty fees for the use of its proprietary
biomaterials.  CardioTech  recognizes  these  fees as revenue in accordance with
the terms of the contracts.  Contracted development fees from corporate partners
are  recognized  upon  completion  of  service  or  the  attainment of technical
benchmarks,  as  appropriate.

     During  the  years ended March 31, 2001 and 2000 the Company earned revenue
from one and two Small Business Innovation Research (SBIR) grants, respectively,
awarded  by  the  National Institute of Health to support the Company's research
and  development  programs. Revenue from these grants is recognized ratably over
the  term  of  the  grant  on  a  percentage  of  completion  basis.


                                      F-7
<PAGE>
                 CARDIOTECH INTERNATIONAL, INC. AND SUSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Research  and  Development  Expense

     Research  and  development  expense  is  charged  to  expense  as incurred.

Foreign  Currency  Translation

     In  accordance  with  Statement  of  Financial  Accounting Standard No. 52,
"Foreign  Currency Translation," assets and liabilities of the Company's foreign
subsidiary,  which  was  disposed  of  in  November 2000, are translated into US
dollars  using current exchange rates at the balance sheet date and revenues and
expenses  are  translated  at average exchange rates prevailing during the year.
Transaction  gains  and  losses  are  recorded in the Consolidated Statements of
Operations.

Equipment  and  Leasehold  Improvements

     Equipment  and  leasehold  improvements  are  stated at cost.  Equipment is
depreciated  using  the  straight-line method over the estimated useful lives of
the  assets,  ranging  from  five to seven years, and leasehold improvements are
amortized  using the straight-line method over the shorter of the estimated life
of  the  asset or the remaining term of the lease.  Expenditures for repairs and
maintenance  are  charged  to  expense  as  incurred.

Inventory

     Inventory  is  stated  at  the  lower  of  cost  (determined on a first-in,
first-out  basis)  or  market, and is made up of Raw Materials, Work in Process,
and  Finished  Goods  of  $38,000,  $3,000,  and  $33,000,  respectively.

Basic  and  Diluted  Earnings  Per  Share

     The  Company follows SFAS No. 128 "Earnings Per Share" where basic earnings
per  share  is  computed  by  dividing net income (loss) by the weighted average
number  of  common  shares  outstanding during the period.  Diluted earnings per
share  are  based  upon the weighted average number of common shares outstanding
during  the  period  plus  additional  weighted average common equivalent shares
outstanding  during  the  period.

     Common  equivalent  shares  result from the assumed exercise of outstanding
stock  options and warrants, the proceeds of which are then assumed to have been
used  to  repurchase  outstanding  common stock using the treasury stock method.
Common  equivalent shares also result from the assumed conversion of convertible
debt using the "If Converted" method. In addition, the numerator is adjusted for
any  changes  in income or loss that would result from the assumed conversion of
potential  shares.

Income  Taxes

     The  Company  follows  SFAS  No.  109  "Accounting  for Income Taxes" where
deferred  tax  assets  and  liabilities  are  recognized  based  on  temporary
differences  between  the  financial  statements  and  tax  basis  of assets and
liabilities  using currently enacted tax rates.  A valuation reserve against the
net  deferred  assets  is  recorded,  if,  based  upon  the  weight of available
evidence, it is more likely than not that some or all of the deferred tax assets
will  not  be  realized.

Debt  Issuance  Cost

     The  costs related to the issuance of debt are capitalized and amortized to
interest  expense  on  a  straight-line  basis  over  the life of the debt.  The
Company  wrote-off  the  remaining  $88,000 of debt issuance costs during fiscal
2001  in  connection  with  the  repayment  of  the  related debt. (See Note L).

Goodwill

     Goodwill  resulting  from the purchase of Tyndale Plains-Hunter in 2000 was
capitalized  and  is  being  amortized on a straight-line basis over a five-year
period.  The  goodwill  was  originally  recorded at $1,082,000 and has net book
value  of  $703,000  at  March 31, 2001.  For the years ended March 31, 2001 and
2000,  amortization  related  to  the  goodwill  was  $216,000  and  $163,000,
respectively.


                                      F-8
<PAGE>
                 CARDIOTECH INTERNATIONAL, INC. AND SUSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Long-Lived  Assets

     The  Company  follows  the provisions of Statements of Financial Accounting
Standards No. 121 ("SFAS No. 121"), "Accounting for the Impairment of Long-Lived
Assets  and  for  Long-Lived  Assets  to  be  Disposed  of,"  which  establishes
accounting  standards  for  the  impairment  of  long-lived  assets  and certain
identifiable  intangibles  to  be  held  and  used and for long-lived assets and
certain  identifiable  intangible  to  be  disposed  of.

The  Company  reviews  the  carrying  values  of  its  long-lived,  identifiable
intangible  assets  and  goodwill  for  possible  impairment  whenever events or
changes in circumstances indicate that the carrying amount of the assets may not
be  recoverable.  Any  long-lived  assets  held for disposal are reported at the
lower  of  their  carrying  amounts  or  fair  value  less  cost  to  sell.

Recent  Accounting  Pronouncements

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting  for  Derivative  Instruments and Hedging Activities."  SFAS No. 133
requires  companies  to recognize all derivative contracts at their fair values,
as either assets or liabilities on the balance sheet.  If certain conditions are
met,  a  derivative  may be specifically designated as a hedge, the objective of
which  is  to  match  the  timing  of  gain  or  loss recognition on the hedging
derivative  with  the  recognition  of  (1) the changes in the fair value of the
hedged  asset  or liability that are attributable to the hedged risk, or (2) the
earnings  effect  of  the  hedged  forecasted transaction.  For a derivative not
designated  as a hedging instrument, the gain or loss is recognized in income in
the  period  of  change.  SFAS No. 133, as amended by SFAS No. 137, is effective
for  all  fiscal  quarters  of  fiscal  years  beginning  after  June  15, 2000.
Historically,  the  Company  has not entered into derivative contracts either to
hedge  existing  risks or for speculative purposes. Adoption of the new standard
is  not  expected  to  have  a  material  impact  on  the  Company's  results of
operations,  financial  position  or  cash  flows.

     In  March  2000,  the  FASB  issued  interpretation  No.  44  ("FIN  44"),
"Accounting  for  Certain  Transactions  Involving  Stock  Compensation,  an
interpretation  of  APB Opinion No. 25." FIN 44 clarifies the application of APB
No.  25  for (a) the definition of employee for purposes of applying APB 25, (b)
the criteria for determining whether a plan qualifies as a noncompensatory plan,
(c) the accounting consequences of various modifications to the previously fixed
stock  option  or  award,  and  (d)  the  accounting  for  an  exchange of stock
compensation  awards  in a business combination. FIN 44 became effective July 1,
2000  but  certain  conclusions  cover  specific  events that occur after either
December  15, 1998 or January 12, 2000. The Company has adopted FIN 44 in fiscal
2001  and  it  did  not  have  a  material  effect  on  the  Company's financial
statements.

     In  December  1999,  the  Securities and Exchange Commission ("SEC") issued
Staff  Accounting  Bulletin No. 101, which summarizes certain of the SEC staff's
views  in  applying  generally  accepted  accounting  principles  to  revenue
recognition  in  financial statements. The Staff Accounting Bulletin was adopted
in  the year ended March 31, 2001. The initial adoption of this guidance did not
have  a  material  impact  on  the  Company's results of operations or financial
position.

Reclassifications

     Certain prior year amounts have been reclassified to conform to the current
year's  presentation.

B.  RELATED  PARTY  TRANSACTIONS

     In  December  1998, certain executive officers of the Company purchased, in
the  aggregate,  160,000  units  during  a  private  placement  offering  of the
Company's common stock.  A note issued by each officer to the Company funded the
purchase  of  the  units, valued at $200,000.  The terms of the note provide for
each  executive  to  repay  the Company with interest at 4.25% per annum, within
five  years.  The  promissory notes, which are with recourse with respect to 25%
of  the  initial  principal,  are  secured  by  the  common  stock  and warrants
underlying  the  units.  The principal balance due is shown as Subscriptions and
Notes  Receivable  from  Officers  and  Consultants  in the Stockholders' Equity
section  of the consolidated balance sheet.  As of March 31, 2001, the principal
balance  outstanding  was  $150,000.


                                      F-9
<PAGE>
                 CARDIOTECH INTERNATIONAL, INC. AND SUSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

C.  LICENSE  AGREEMENTS

     Polymedica  Corporation  ("PMI")  has  granted  to CardioTech an exclusive,
perpetual,  worldwide,  royalty-free  license  for  CardioTech to use all of the
necessary patent and other intellectual property owned by PMI in the implantable
devices  and materials field (collectively, "PMI Licensed Technology").  PMI, at
its  own  expense, will file patents or other applications for the protection of
all  new  inventions formulated, made or conceived by PMI during the term of the
license  that related to PMI Licensed Technology and all such inventions will be
part  of the technology licensed to CardioTech.  CardioTech, at its own expense,
will file patents or other applications for the protection of all new inventions
formulated, made, or conceived by CardioTech during the term of the license that
related  to PMI Licensed Technology and all such inventions shall be exclusively
licensed  to PMI for use by PMI in fields other than the implantable devices and
materials  field.

D.  PROPERTY  AND  EQUIPMENT

     Property  and  equipment  at  March  31,  2001  consists  of the following:

     Laboratory equipment                                             $ 494,000
     Furniture, fixtures and office equipment                           113,000
     Leasehold improvements                                             127,000
                                                                    ------------
                                                                        734,000
     Less accumulated depreciation and amortization                    (404,000)
                                                                    ------------

                                                                      $ 330,000
                                                                     ===========

     Depreciation  expense for property and equipment for the fiscal years ended
March  31,  2001 and 2000 was approximately $122,000 and $136,000, respectively.

E.  ACCRUED  EXPENSES

     Accrued  expense  at  March  31,  2001  consists  of  the  following:

     Legal and professional fees                                      $  125,000
     Salaries and benefits                                                26,000
     Research and development                                            119,000
     Accrued interest                                                     17,000
     Other                                                                58,000
                                                                   -------------

                                                                      $  345,000
                                                                     ===========


                                      F-10
<PAGE>
                 CARDIOTECH INTERNATIONAL, INC. AND SUSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F.  INCOME  TAXES

     Income  (loss)  before  income  taxes was generated as follows in the years
ended  March  31:

                                         2001          2000
                                      -----------  ------------
     United States                    $6,101,000   $(2,740,000)
     Foreign                            (396,000)   (1,074,000)
                                      -----------  ------------

                                      $5,705,000   $(3,814,000)
                                      ===========  ============

     Reconciliation  between  the  Company's  effective  tax rate and the United
States  statutory  rate  is  as  follows:

                                                      2001    2000
                                                     ------  ------
     Expected federal tax rate                        34.0%  -34.0%
     State income taxes, net of federal tax benefit    6.2%   -4.5%
     Other                                             3.1%   -0.8%
     Foreign tax rate differential                     0.0%    2.8%
     Change in valuation allowance                   -43.3%   36.5%
                                                     ------  ------

     Effective tax rate                                0.0%    0.0%
                                                     ======  ======

     A  valuation allowance has been recorded to offset the related deferred tax
assets  due to uncertainty of realizing the benefit of this asset. The following
is  a summary of the significant components of the Company's deferred tax assets
and  liabilities  as  of  March  31,  2001:

     Deferred Tax Assets (Liabilities):

     Net operating loss carryforwards                   $ 1,590,000
     Tax credits                                             77,000
     Other                                                    5,000
     Depreciation                                           (37,000)
                                                        ------------
     Net deferred tax asset before valuation allowance    1,635,000

     Valuation allowance                                 (1,635,000)
                                                        ------------

     Net deferred tax asset                             $         -
                                                        ============

     As  of  March  31,  2001,  the  Company  had  Federal  net  operating  loss
carryforwards  of  approximately  $3,997,000  available to offset future taxable
income  that  begin  to  expire  in  2010  through  2020.


                                      F-11
<PAGE>
                 CARDIOTECH INTERNATIONAL, INC. AND SUSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

G.  CONCENTRATION  OF  CREDIT  RISK  AND  MAJOR  CUSTOMERS

     Customers  comprising  more than 10% of CardioTech's total revenues for the
years  ended  March  31  are  shown  as  follows:

                  2001   2000
                  -----  -----

     Customer A    26%     8%
     Customer B    24%    17%
     Customer C    17%    41%

H.  LEASE  COMMITMENTS

     The  Company  leases  offices,  laboratory  and  manufacturing  space under
non-cancelable  operating  leases.  Future minimum lease payments are as follows
for  the  years  ending  March  31:

    2002                     $    228,000
    2003                          141,000
                             ------------

                             $    369,000
                             ============

     Rent  expense  for operating leases was $261,000 and $240,000 for the years
ended  March  31,  2001  and  2000,  respectively.

I.  LONG  TERM  OBLIGATIONS

     7%  Convertible  Senior  Notes  due  2003
     -----------------------------------------

     On  March  31, 1998, the Company issued $1,660,000 of 7% Convertible Senior
Notes  (the  "Senior  Notes") with a maturity date of March 20, 2003 to Dresdner
Kleinwort  Benson  Private  Partners  LP  ("DKB").  The Senior Notes and accrued
interest  were  repaid in connection with proceeds related to the disposition of
the  Company's  UK  subsidiary  (See  Note  L).

     On  September  24,  1999,  the  Company issued a 7% Convertible Senior Note
('the  Note")  in  the  amount of $340,000 to DKB, on terms similar to and as an
amendment  to  the  Note  Purchase  Agreement, as amended, dated March 31, 1998.

     As  of  March  31,  2001, accrued interest on the Note amounted to $38,000.
This accrued interest was converted into additional senior notes at the election
of  DKB.  The  principal  balance  of Notes outstanding as of March 31, 2001 was
$378,000.

     The  Note  ranks  senior  to  all  other  securities  of  the  Company upon
liquidation.  At  any time prior to maturity, DKB may convert the Note, in whole
or  in  part,  plus  accrued  interest  into  common  stock  of the Company at a
conversion price of $1.995, which is subject to adjustment in certain events. As
a  result  of  the  private  placement of the Units, as described in Note J, the
conversion  price  was  adjusted  to  $1.676  per  share.

     Prior  to  maturity,  the  Note  is redeemable by the Company at a premium,
which  ranges from 105% to 100% of principal. Upon the occurrence of a change of
control,  DKB  may  require  the Company to repurchase the Note at a premium. At
maturity,  and  under  certain  conditions, the Company may repay the Note, plus
accrued  interest, by converting them, in whole or in part, into common stock of
the  Company  at  the  conversion  price.


                                      F-12
<PAGE>
                 CARDIOTECH INTERNATIONAL, INC. AND SUSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     In  addition,  certain  financial and other covenants exist, including, but
not  limited  to,  maintenance  of  working  capital  and  positive  net  worth,
maintenance  of  share  listing  on  the  AMEX  (or  other  acceptable  national
exchange),  and  receipt of an unqualified audit opinion without a going concern
emphasis  of  matter  paragraph  from  independent  public  accountants.

J.  STOCKHOLDERS'  EQUITY

     Common  Stock  Options  and  Warrants
     -------------------------------------

     On December 22, 1998, the Company completed a private offering of 1,866,000
units  at  a  price  of  $1.25 per Unit. Each Unit consisted of one share of the
Company's  common stock, (the "Units"), and one warrant to purchase one share of
the  Company's  common  stock.  Each warrant expires on December 15, 2003 and is
exercisable  at $1.50 per share. In connection with this offering, the Company's
executive  officers  purchased  160,000  Units  in exchange for promissory notes
having  a  principal  balance  of $200,000. The Company received net proceeds of
$1,782,000,  net  of  placement  agent  fees  of  $128,000,  promissory notes of
$200,000,  and  related  offerings costs of $223,000. In addition to these fees,
the  Company  issued to the placement agent a warrant to purchase 170,600 shares
of  the  Company's  common  stock  at an exercise price of $1.475 per share. The
warrants  are exercisable at any time and from time to time after the grant date
and  prior  to  December  15,  2003.

     The  principal  balance  of  the  promissory  notes issued by the Company's
executives  is  payable on December 15, 2003. The promissory notes bear interest
at  4.25%  per  annum and are payable annually in arrears. The promissory notes,
which  are  with  recourse with respect to 25% of the initial principal balance,
are  secured  by the common stock and warrants underlying the Units. Interest in
the  amount  of  $16,000 was accrued as of March 31, 2001. As of March 31, 2001,
the  principal  balance  outstanding  is  $150,000.

     During  the fiscal year ended March 31, 2000, warrants representing 969,000
shares  of the Company's common stock were exercised, resulting in cash proceeds
of  $1,469,000  to  CardioTech. In connection with the exercise of the warrants,
the  Company  granted  to  the  placement  agent  and  certain of its employees,
warrants  to purchase an additional 200,000 shares of the Company's common stock
at  an exercise price of $1.88 per share (the closing price of the shares on the
date  of  the agreement). The warrants have an expiration date of March 5, 2005.
In connection with the purchase of Tyndale Plains-Hunter, Ltd. (See Note K), the
Company  issued  446,153 shares of common stock. In connection with the exercise
of  stock  options, the Company issued 191,875 shares of common stock, resulting
in  cash  proceeds  of  $131,000.

     During  the  fiscal year ended March 31, 2001, warrants representing 97,000
shares  of the Company's common stock were exercised, resulting in cash proceeds
of $145,000 to CardioTech. In connection with the exercise of stock options, the
Company  issued  24,750  shares  of  common stock, resulting in cash proceeds of
$19,000. The Company also issued stock as a result of the exercise of options by
a  director  for  30,000 shares of the Company's common stock, in exchange for a
promissory note payable on April 30, 2001 in the principal amount of $15,000 and
bearing  interest  at  the  rate  of  4.54% per annum. As of March 31, 2001, the
principal  and  accrued  interest  outstanding  is  approximately  $16,000.

     The  Company  also issued stock as a result of the exercise of options by a
consultant  for  200,000 shares of the Company's common stock, in exchange for a
stock subscription receivable in June 2000 and July 2000 in the aggregate amount
of  $280,000,  all  of  which  remains  outstanding  as  of  March  31,  2001.

     In  April  2000,  the  Company issued 67,113 shares of the Company's common
stock  to  PolyBioMed Ltd., having a fair market value of $79,000 on the date of
issuance,  in  consideration of a technology license agreement. In May 2000, the
Company  also  loaned  PolyBioMed  Ltd  $40,000.  In  June 2000, PolyBioMed Ltd.
delivered  to the Company 20,822 shares of the originally issued common stock at
a  cost of $40,000 in repayment of the loan, which has been recorded as treasury
stock  as  of  March  31,  2001.


                                      F-13
<PAGE>
                 CARDIOTECH INTERNATIONAL, INC. AND SUSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

K.  ACQUISITION

     On  July  16,  1999,  CardioTech  completed  the  acquisition  of  Tyndale
Plains-Hunter,  Ltd. ("TPH"), a New Jersey corporation, pursuant to an Agreement
and  Plan  of  Merger, dated as of May 25, 1999 (the "Merger Agreement"), by and
among  CardioTech;  CardioTech Acquisition Corp. ("Acquisition Sub"), a Delaware
corporation  and  a  wholly-owned  subsidiary  of  CardioTech;  and  TPH.  TPH
manufactures  hydrophilic  polyurethanes,  which  are  used to provide permanent
lubricity to the surface of medical devices, improve blood compatibility and act
as drug delivery systems.  The hydrophilic polyurethanes manufactured by TPH are
also  used in personal care products including hair and skin creams.  CardioTech
intends  to  continue  to  use  the  assets and technology of TPH to manufacture
hydrophilic  polyurethanes  and incorporate such technologies into the Company's
medical  devices.

     TPH  merged  with and into Acquisition Sub (the "Merger"), with Acquisition
Sub  surviving the Merger and remaining a wholly owned subsidiary of CardioTech.
Each  share of TPH common stock was (i) converted into the right to receive 0.24
of  a  share  of  CardioTech common stock and (ii) exchanged for additional cash
consideration. The purchase price paid by CardioTech consisted of 446,153 shares
of  the Company's common stock valued at $725,000 ($1.625 per share) and cash of
$350,000.  Approximately  $100,000  of  the  cash  consideration was placed into
escrow  pursuant  to  terms  of  the  Merger  Agreement. In connection with this
transaction,  the  Company  assumed  liabilities  of  approximately $178,000 and
incurred  acquisition costs of approximately $78,000. The excess of the purchase
price  over the net assets is approximately $1,082,000 and has been allocated to
goodwill. The transaction was recorded in accordance with the purchase method of
accounting. The consolidated statements of operations and cash flows include the
results  of  operations  and  cash flows of the acquired business for the entire
year  for  the  year  ended March 31, 2001 and for the period from June 30, 1999
through  March  31,  2000  for  the  year  ended  March  31,  2000.

     The  unaudited  pro forma results of operations of the Company and acquired
business for the year ended March 31, 2000 assuming the acquisition had occurred
on  April  1, 1999 and  after giving effect to certain pro forma adjustments are
as follows:

                                                  2000
                                              ------------
     Revenues                                 $ 1,638,000
                                              ============

     Net loss                                 $(3,849,000)
                                              ============

     Loss per share                           $     (0.59)
                                              ============


                                      F-14
<PAGE>
                 CARDIOTECH INTERNATIONAL, INC. AND SUSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

L.  DISPOSITIONS

     On  November  17, 2000, the Company entered into a Share Purchase Agreement
in  respect  of  CardioTech  International Ltd. (the "Agreement") with Nervation
Limited  ("Nervation").  This  Agreement  provided  for  the purchase of all the
issued  and  outstanding  ordinary  shares  (the  "Shares")  of  CardioTech
International,  Ltd.  ("CTL")  by  Nervation  from  CardioTech  for  total  cash
consideration  of $7,000,000.  The Company obtained stockholder approval for the
sale  of  the  Shares  on  October  26,  2000.

     The  Company  agreed to i) transfer all the Shares of CTL to Nervation; ii)
extend  the  right  to  Nervation  the  use  of the name "CardioTech" and/or any
similar  imitations  thereof  for a period of not less than five (5) years; iii)
transfer legal title to all assets used by CTL in connection with manufacturing,
marketing,  development and exploration of the access and peripheral grafts (the
"Business");  iv)  grant  an  exclusive  worldwide  license  to  manufacture the
specific  formulation  of  Chronoflex  RC  for  the  Business  in certain events
including  business  interruption,  sale,  merger  or acquisition of the Company
and/or the inability of the Company to furnish the Chronoflex RC to Nervation in
sufficient  quantity  and/or  consistently  and  on  a  reasonable  and  timely
commercial  basis;  v)  grant  Nervation  the  option  to  become  the exclusive
distributor of the Company's CardioPass Coronary Artery Bypass Graft ("CABG") in
Europe.  If  Nervation exercises this option, it agreed to fund up to $3,000,000
to  perform  European  clinical  trials  to  obtain CE Marking; vi) enter into a
covenant  by  the  Company  not  to compete with Nervation in the manufacturing,
marketing,  development  and  exploitation  of  the access and peripheral grafts
currently  used  in  the Business, including the Vasculink Vascular Access Graft
and  the  Myolink  Arterial  Bypass  Graft;  vii)  assign  all  Trademarks  and
Intellectual  Property  used  in  connection  with the Business and assets being
transferred  to  Nervation;  and  viii)  purchase  CABG  grafts  from Nervation.
Nervation  agreed to supply the Company with such grafts. This is subject to the
Company's  ability  to obtain another supplier and to obtain the transfer of the
technology.

     In  exchange  for  the  above  referenced  terms and conditions the Company
received and/or maintained as consideration for consummating said transaction i)
a cash payment of $7,000,000; ii) the exclusive, worldwide right to the CABG and
a  covenant  from  Nervation not to compete directly or indirectly with the CABG
product utilizing ChronoFlex technology; iii) the release of certain obligations
and  guarantees with respect to certain debts and obligations of CTL; and iv) an
advance  payment  of  $200,000  for  ChronoFlex  RC  to  be  sold  to Nervation.

     In  connection  with  the  transaction,  the  Company  repaid approximately
$2,034,000  of  7%  senior  convertible  notes held by Dresdner Kleinwort Benson
Private  Equity  Partners  LP,  including  all  accrued  interest and redemption
premiums.  Per  the Agreement, the Company was also required to place in escrow,
for  a period of eighteen months from the date of the Agreement, $700,000 of the
gross  proceeds  to  fulfill  certain  indemnification  provisions.  The Company
incurred  transaction  related  costs  of  approximately  $230,000.

     The  unaudited  financial data related to the CTL operations for the period
from  April  1, 2000 through November 17, 2000 and the year ended March 31, 2000
are  as  follows:

                             2001         2000
                          ----------  ------------

     Revenues             $  64,000   $    67,000
     Net loss             $(396,000)  $(1,074,000)
     Net loss per share:
       Basic              $   (0.05)  $     (0.16)
       Diluted            $   (0.05)  $     (0.16)


                                      F-15
<PAGE>
                 CARDIOTECH INTERNATIONAL, INC. AND SUSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

M.  ENTERPRISE  AND  RELATED  GEOGRAPHIC  INFORMATION

     In  accordance  with SFAS 131, "Disclosures about Segments of an Enterprise
and  Related  Information", the Company manages its business on the basis of one
reportable  operating  segment.  Net  sales  by geographic area are presented by
attributing  revenues  from  external  customers or distributors on the basis of
where  the  products  are  sold.  Long  lived  assets  by  geographic  areas and
information  about  products  and  services  are  included  as  enterprise-wide
disclosures.

                                    2001          2000
                                 -----------  ------------
     Net  Sales:
       Domestic                  $1,479,000   $ 1,430,000
       Europe                        64,000        67,000
                                 -----------  ------------

                                 $1,543,000   $ 1,497,000
                                 ===========  ============

     Net  Income  (Loss):
       Domestic                  $6,101,000   $(2,740,000)
       Europe                      (396,000)   (1,074,000)
                                 -----------  ------------

                                 $5,705,000   $(3,814,000)
                                 ===========  ============

     Total  Assets:
       Domestic                  $7,251,000   $ 3,713,000
       Europe                             -       451,000
                                 -----------  ------------

                                 $7,251,000   $ 4,164,000
                                 ===========  ============

     Long Lived Assets, Net:
       Domestic                  $1,160,000   $ 1,442,000
       Europe                             -       296,000
                                 -----------  ------------

                                 $1,160,000   $ 1,738,000
                                 ===========  ============

N.  SUPPLEMENTAL  DISCLOSURES  FOR  STOCK-BASED  COMPENSATION

     CardioTech's 1996 Employee, Director and Consultants Stock Option Plan (the
"Plan")  was  approved  by  CardioTech's  Board of Directors and Stockholders in
March  1996.  A  total of 5,000,000 shares have been reserved for issuance under
the  Plan.  Under  the  terms  of the Plan the exercise price of Incentive Stock
Options  issued  under  the  Plan  must be equal to the fair market value of the
common  stock  at the date of grant. In the event that Non Qualified Options are
granted under the Plan the exercise price may be less than the fair market value
of  the  common  stock  at  the time of the grant (but not less than par value).
During  fiscal 2000, the Company issued options to a consulting firm to purchase
700,000  shares of the Company's common stock, which were valued using the Black
Scholes Model.  The fair value of the options granted of $1,136,000 was recorded
as  consulting  expense  and  is included in selling, general and administrative
expense  in  the  Consolidated Statements of Operations for the year ended March
31,  2000.


                                      F-16
<PAGE>
                 CARDIOTECH INTERNATIONAL, INC. AND SUSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Activity  under  the  Plans  for  the years ended March 31, 2001 and 2000 are as
follows:

                                      NUMBER       WEIGHTED AVERAGE
                                    OF  SHARES      EXERCISE PRICE
                                 -----------------  -----------------
     Outstanding March 31, 1999         1,503,389   $            1.81
       Granted                          1,266,414                2.13
       Cancelled                         (196,500)               2.01
       Exercised                         (191,875)               1.31
                                 -----------------
     Outstanding March 31, 2000         2,381,428                2.06
       Granted                          1,188,454                1.20
       Cancelled/Expired                 (981,887)               1.51
       Exercised                         (254,750)               1.23
                                 -----------------
     Outstanding March 31, 2001         2,333,245                1.86
                                 =================

     Summarized information about stock options outstanding at March 31, 2001 is
as  follows:

                                                                 Exercisable
                                                             -------------------
                                      Weighted
                                      Average     Weighted              Weighted
                        Number Of    Remaining     Average               Average
        Range Of         Options    Contractural  Exercise   Number Of  Exercise
     Exercise Prices   Outstanding      Life        Price     Options     Price
     ----------------  -----------  ------------  ---------  ---------  --------
     0.50 - $0.88         919,050           7.0  $    0.68    660,044  $    0.64

     1.12 - $1.94         604,731           6.3  $    1.85    542,401  $    1.87

     2.06 - $2.25         198,500           8.9  $    2.17    159,250  $    2.20

     3.06 - $3.80         610,964           9.0  $    3.54    606,879  $    3.55
                       -----------                           ---------

     0.50 - $3.80       2,333,245           7.5  $    1.86  1,968,574  $    2.00
                       ===========                           =========

     Options exercisable at March 31, 2001 and March 31, 2000 were 1,968,574 and
1,789,587  respectively.

     As  permitted  by  Statement  of  Financial  Accounting  Standards No. 123,
"Accounting for Stock-Based Compensation", ("SFAS 123"), the Company applies APB
Opinion No. 25 and related interpretations in accounting for the plan. SFAS 123,
issued  in 1995, defined a fair value method of accounting for stock options and
other  equity  instruments.  Under  the  fair value method, compensation cost is
measured  at  the  grant  date  based  on  the  fair  value  of the award and is
recognized  over  the  service  period, which is usually the vesting period. The
Company  elected  to  continue to apply the accounting provisions of APB Opinion
No.  25  for  stock  options.


                                      F-17
<PAGE>
                 CARDIOTECH INTERNATIONAL, INC. AND SUSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Had compensation cost for the Company's stock option grants been determined
consistent  with SFAS 123, the Company's net income (loss) and net income (loss)
per  share  would  approximate  the  pro  forma  amounts  below:

                                          YEAR ENDED MARCH 31,
                                       -------------------------
                                          2001          2000
                                       -----------  ------------
     Net income (loss):
       As reported                     $5,705,000   $(3,814,000)
       Pro forma                        4,526,000    (4,314,000)

     Basic income (loss) per share:
       As reported                           0.68         (0.58)
       Pro forma                             0.54         (0.66)

     Diluted income (loss) per share:
       As reported                           0.61         (0.58)
       Pro forma                             0.48         (0.66)

     The  effects  of  applying  SFAS  123  in this pro forma disclosure are not
indicative  of  future  amounts. SFAS 123 does not apply to awards made prior to
1995.  Additional  awards  in  future  years  are  anticipated.

     The fair value of each option granted during the fiscal years 2001 and 2000
is  estimated  on the date of grant using the Black-Scholes option-pricing model
with  the  following  weighted  average  assumptions:

                                          2001          2000
                                       -----------  ------------
     Dividend yield                        None         None
     Expected volatility                     80.0%         46.0%
     Risk-free interest rate                  5.6%          5.5%
     Expected life                         10         2 to 10
     Fair value of options granted     $     1.14   $      1.28


                                      F-18
<PAGE>
                 CARDIOTECH INTERNATIONAL, INC. AND SUSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

O.  EARNINGS  PER  SHARE

     The  following  table reconciles the numerator and denominator of the basic
and diluted earnings per share computations shown on the Consolidated Statements
of  Operations  for  the  years  ended  March  31,

                                                     2001         2000
                                                  ----------  ------------
     Numerator:
       Net income (loss) - Basic                  $5,705,000  $(3,814,000)
       Adjustments:
         Convertible debt interest                    25,000            -
                                                  ----------  ------------
       Net income (loss) after assumed conversions
         of dilutive securities - Diluted         $5,730,000  $(3,814,000)
                                                  ==========  ============

     Denominator:
       Common shares outstanding - Basic           8,424,374    6,541,545
       Effect of dilutive securities:
         Options                                     433,890            -
         Warrants                                    309,941            -
         Convertible debt                            225,537            -
                                                  ----------  ------------

       Common shares outstanding - Diluted         9,393,742    6,541,545
                                                  ==========  ============

     Net income (loss) per share:
       Basic                                      $     0.68  $     (0.58)
                                                  ==========  ============
       Diluted                                    $     0.61  $     (0.58)
                                                  ==========  ============

     Options  and  warrants  outstanding during the year ended March 31, 2001 to
purchase  2,043,062 shares of common stock were excluded from the calculation of
diluted earnings per share because the effect of their inclusion would have been
anti-dilutive.  All  options,  warrants  and convertible debt outstanding during
the  year ended March 31, 2000 to purchase 3,859,028 shares of common stock were
excluded  from  the  calculation  of  diluted earnings per share as their effect
would  have  been  anti-dilutive.

P.  SUBSEQUENT  EVENT

     On  May 4, 2001, the Company completed the acquisition of all the shares of
CMED Catheter and Disposables Technology, Inc., a Minnesota corporation ("CDT"),
from  Colorado  Medtech, Inc., a Colorado corporation ("Medtech") pursuant to an
Acquisition  Agreement  dated as of April 30, 2001, by and among Cardiotech, CDT
and  Medtech.

     CDT  is  an  original  equipment  manufacturer;  supplier  of  specialized
disposable  medical devices to medical device companies from concept to finished
packaged,  sterile  product; and uses its experience in the design, development,
prototyping  and  manufacturing  to  provide  turnkey  contract  services. CDT's
facility  is ISO 9001 and EN 46001 certified and includes a "Class 10,000" clean
room.


                                      F-19
<PAGE>
                 CARDIOTECH INTERNATIONAL, INC. AND SUSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The  consideration  paid  by Cardiotech to Medtech was $1,300,000 in a cash
payment,  $130,000  of which was placed into escrow pursuant to the terms of the
agreement.  The  cash  consideration used in the purchase came from Cardiotech's
working  capital.  In  connection  with the transaction, Cardiotech acquired net
assets  of  CDT having a book value of approximately $375,000. Additionally, the
Company  incurred  transaction  costs  of approximately $75,000. The acquisition
will  be  accounted  for  in  accordance with the purchase method of accounting.
Accordingly  the Company will allocate the excess purchase price over net assets
acquired  at  their  fair  market  value  to  identifiable intangible assets and
goodwill. Operations of CDT will be included in CardioTech's operations from the
date  of  the  acquisition.


                                      F-20
<PAGE>
SIGNATURES

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

Dated:  June  22,  2001               CardioTech  International,  Inc.

                                      By:  /s/  Michael  Szycher
                                      ---------------------------------
                                      Michael  Szycher
                                      Chairman  and  Chief  Executive  Officer

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
registrant  and  in  the  capacities  and  on  the  dates  indicated.

Dated:  June  22,  2001               /s/  Michael  Szycher
                                      ---------------------------------
                                      Michael  Szycher
                                      Chairman,  Chief  Executive  Officer
                                      (Principal  Executive  Officer)

Dated:  June  22,  2001               /s/  Michael  F.  Adams
                                      ---------------------------------
                                      Michael  F.  Adams
                                      Director

Dated:  June  22,  2001               /s/  Michael  Barretti
                                      ---------------------------------
                                      Michael  Barretti
                                      Director

Dated:  June  22,  2001               /s/  Anthony  J. Armini
                                      ---------------------------------
                                      Anthony  J.  Armini
                                      Director

Dated:  June  22,  2001               /s/  David  C.  Volpe
                                      ---------------------------------
                                      David  C.  Volpe
                                      Acting Chief Financial Officer
                                      (Principal Accounting Officer)

Dated:  June  22,  2001               /s/  Thomas F. Lovett
                                      ---------------------------------
                                      Thomas  F.  Lovett
                                      Controller
                                      (Principal  Accounting Officer)


<PAGE>