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

# FORM 10-Q

(Mark One)

[X]  Quarterly Report Pursuant to Section 13 or
15(d) of the Secutities Exchange Act of 1934

For the quarterly period ended March 31,
2002, or

[  ] Transition Report Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from  to

Commission file number 0-21615

# BOSTON BIOMEDICA, INC.(Exact name of Registrant as Specified in its Charter)

Massachusetts           

             
             
             
             
  04-2652826
          
(State or other Jurisdiction of        
             
             
             
             
             
             
            
(I.R.S. Employer          
          
           
Incorporation or Organization)     
             
             
             
             
             
             
           
 Identification No.)

375 West Street,        
             
             
            
             
             
             
             
             
             
             
     
West Bridgewater, Massachusetts           
           
           

             
             
  02379-1040
    (Address of Principal Executive Offices)
            
            
             
             
             
             
             


(Zip Code)

Registrants telephone number, including area
code(508) 580-1900

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X]     No [  ]

The number of shares outstanding of the Registrants common
 stock as of May 1, 2002, was 6,759,676.

---

Part I  FINANCIAL INFORMATION
  Item 1. Financial Statements
    Consolidated Statements of Operations:
        Three Months Ended March 31, 2002
    Balance Sheet
    Statement of Cash Flows
    Notes to Financial Statements
  Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Item 3. Quantitative and Qualitative Disclosures About Market Risk

Part II  OTHER INFORMATION
  Item 1. Legal Proceedings
  Item 2. Changes in Securities and Use of Proceeds
  Item 3. Defaults Upon Senior Securities
  Item 4. Submission of Matters to a Vote of Security Holders
  Item 5. Other Information
  Item 6. Exhibits and Reports on Form 8-K
  Signature

# BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

The accompanying notes are an integral part of the
Consolidated Financial Statements

# BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)

The accompanying notes are an integral part of the
Consolidated Financial Statements

# BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

The accompanying notes are an integral part of the
Consolidated Financial Statements

# BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

## (1) Basis of
Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting
principles for the interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring adjustments)
considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2002 are not
necessarily indicative of the results that may be expected for the year ending December 31, 2002. For further information, refer to
the consolidated financial statements and footnotes thereto included in the Form 10-K filing for the fiscal year ended December 31,
2001 for Boston Biomedica, Inc. and Subsidiaries (the Company or Boston Biomedica).

Certain amounts included in the prior years financial statements have been reclassified to conform to the current years
presentation.

In February 2001, the Company sold the business and certain assets and liabilities of BBI Clinical Laboratories, Inc. (BBICL), a
wholly-owned subsidiary of the Company, to a third party in conjunction with its decision to exit the clinical laboratory business
segment.  The accompanying financial statements present BBICLs remaining net liabilities and results of operations as discontinued
operations.

## (2) Recent
Accounting Standards

Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS 142), became effective for the
Company beginning January 1, 2002.  SFAS 142 requires, among other things, the cessation of the amortization of goodwill.  In
addition, the standard includes provisions for the reclassification of certain existing recognized intangibles as goodwill,
reassessment of the useful lives of existing recognized intangibles, reclassification of certain intangibles out of previously
reported goodwill and the identification of reporting units for purposes of assessing potential future impairments of goodwill.  SFAS
142 also requires companies to complete a transitional goodwill impairment test six months from the date of adoption.  In accordance
with the adoption of this pronouncement, the Company ceased amortization of approximately $227,000 of goodwill (approximately $5,400
quarterly) attributable to its BBI Source Scientific, Inc. subsidiary.  The Companys remaining intangible assets as of January 1,
2002 relate to trademarks, license and patent costs, and accordingly, amortization of such costs over their remaining estimated
useful lives is included in the accompanying financial statements for all periods presented.

Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations" (SFAS 143), is effective January
1, 2003. SFAS 143 addresses the financial accounting and reporting for obligations and retirement costs related to the retirement of
tangible long-lived assets. The adoption of SFAS 143 is not expected to have a significant impact on the Companys financial
statements.

Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS 144),
became effective January 1, 2002. SFAS 144 supersedes FASB Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of," and the accounting and reporting provisions relating to the disposal of long-lived assets.
The adoption of SFAS 144 did not have a significant impact on the Companys financial statements.

## (3)
Inventories

## (4) Segment
Reporting and Related Information (in thousands)

Operating segments are components of an enterprise for which separate financial information is available that is evaluated regularly
by senior management in deciding how to allocate resources and in assessing the performance of each segment.  The Company is
organized into segments along business lines and senior management regularly reviews financial results for all business lines,
focusing primarily on revenue and operating income.

The Company  had four  operating  segments  as of March 31,  2002.  The  Diagnostics  segment  serves the  worldwide  in vitro
diagnostics industry,  including users and regulators of their test kits, with quality control products,  and test kit components.  The
Biotech  segment is a research  and  development  center  providing  support  for the other BBI  business  units,  as well as  contract
research,  molecular  and cell  biology  services,  and  repository  services  for the  government  and  life  sciences  industry.  The
Laboratory  Instrumentation  segment sells diagnostic  instruments  primarily to the worldwide in vitro  diagnostic  industry on an OEM
basis, and also performs  in-house  instrument  servicing.  The PCT segment consists of research and development  primarily in pressure
cycling  technology  ("PCT").  The Company  performs  research in the development of PCT, with particular focus in the areas of nucleic
acid  extraction and pathogen  inactivation.  While the PCT segments  research and  development  operation does not currently have any
significant  product or service revenue,  the Company expects to commercialize  certain PCT products later in 2002.  Revenue to date in
the PCT segment  consists of both private and public  (NIH)  funding of segment  research.  Most of the  expenditures  incurred by this
segment  are for  research  and  development  expenses,  general  management  expenses  and patent  costs.  See Note 7 with  respect to
discontinue operations which are no longer classified as an operating segment of the Company.

The  Companys  underlying  accounting  records  are  maintained  on a legal  entity  basis for  government  and  public  reporting
requirements.  Inter-segment  sales are  recorded  on a "third  party  best  price"  basis and are  significant  in  measuring  segment
operating  results.  The following  segment  information has been prepared in accordance with the internal  accounting  policies of the
Company, as described above.

Operating segment revenue for the three months ended March 31
 were as follows:

Operating segment (loss) income for the three months ended
March 31 were as follows:

Identifiable corporate and operating segment assets are all located in the United States as follows:

## (5)
Computation of Net Income (Loss) per Share

Basic earnings per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding.
Diluted earnings per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus
additional common shares that would have been outstanding if dilutive potential common shares had been issued.  For the purposes of
this calculation, stock options are considered common stock equivalents in periods in which they have a dilutive effect.  Stock
options that are antidilutive are excluded from the calculation.  Potentially dilutive securities having a net effect of 151,230 and
1,124,040 common shares, for the three months ended March 31, 2002 and 2001, respectively, were not included in the computation of
diluted earnings per share because to do so would have been antidilutive.

In December 2001, an additional 600,000 shares of common stock were subscribed to and paid for by a group of investors for
$1,500,000.  These shares were issued in the first quarter of 2002.

## (6) Related Party Transaction

As of December 31, 2001, the Company had entered into a one year loan of $525,000 to its Chief Executive Officer (CEO), renewable
at the Companys option, and collateralized by 90,000 of his shares of Boston Biomedica common stock.  Interest on the loan was
payable monthly at the annual rate of 7%. The loan is shown on the balance sheet as a decrease to stockholders equity as of December
31, 2001.  In January 2002, the loan was repaid in full. The loan was replaced by the Companys pledge of a $1,000,000 interest
bearing deposit at a financial institution to provide additional security for loans in the aggregate amount of $2,418,000 from the
financial institution to an entity controlled by the CEO.  The loans are personally guaranteed by the CEO.  The Companys pledge is
secured by a junior interest in the collateral provided by the CEO to the financial institution. Such collateral includes all of his
real property and common stock holdings in Boston Biomedica, Inc.  The original loan and subsequent pledge of $1,000,000 were made to
assist the CEO in refinancing indebtedness related to, among other things, his divorce settlement and to enable him to avoid the need
to sell his common stock holdings in Boston Biomedica, Inc. on the open market to satisfy his debts.  The Companys Board of
Directors and, with respect to the decision to pledge the $1,000,000 cash collateral, a special committee of the independent
directors, evaluated a number of alternatives and concluded that the original loan to the CEO and the subsequent pledge were the best
alternative and in the best interests of the Companys stockholders because it would, among other things, avoid selling pressure on
the Companys common stock and relieve the financial pressures on the CEO that could otherwise divert his attention from the
Company.  The Companys pledge of the $1,000,000 deposit is reflected on the Companys balance sheet as restricted cash.

## (7)
Disposition of Assets

In December 2000, the Company made a decision to exit the clinical laboratory testing services segment and in February 2001, BBI
Clinical Laboratories, Inc., a wholly-owned subsidiary of the Company, sold the business and certain assets and liabilities of its
clinical laboratory business to a third party for an adjusted purchase price of $8,958,000.   The Company has retained certain other
assets and liabilities of BBICL, primarily property, plant and equipment, together with the facility lease subsequent to the closing
date, which the Company is attempting to sublease.  The Company has written down all of the retained assets not otherwise
redistributed to other business units to their estimated net realizable value.  In accordance with a transition services agreement,
the Company operated the clinical laboratory testing business on behalf of the buyer during the period February 20, 2001 through
December 2001, although most operations ceased activity by the end of June 2001; substantially all costs associated with operating
the business subsequent to the closing date were borne by the purchaser.

The Company has recorded its estimate of remaining short and long term accrued liabilities to exit the clinical laboratory testing
business, totaling approximately $1,557,000 as of March 31, 2002.  The major components of this accrual are estimated income taxes
($312,000), estimated lease exit and facility related costs ($692,000) and potential health care claims and other related potential
audit adjustments ($318,000), with the remainder for other miscellaneous costs associated with exiting this business segment.

The Company recorded an after-tax gain of $4,334,000 in the fiscal year ended 2001, which may be subject to future adjustments as the
Company completes the process of exiting this business and permanently closing the facility.  The remaining closing costs include an
estimate to dispose of any remaining assets and retire all existing liabilities including the facility lease.  The Company will
utilize certain prior period net operating loss carryforwards, previously reserved for by the Company, to partially offset the income
tax effect of this gain.  All financial data presented in the accompanying financial statements reflects discontinued operations of
this segment of the business for all periods presented.

In summary,  revenues from discontinued operations,  net of intercompany  eliminations,  were $973,000, in the period January
1, 2001 to February  20, 2001.  Operating  income  (loss) from  discontinued  operations  for the three months ended March 31, 2002 and
March 31, 2001 was $0 and  ($136,000),  respectively.  The Company  recorded a gain of $4,100,000,  net of taxes of $1,364,000,  in the
first quarter of 2001,  such gain being subject to subsequent  post closing  adjustments.  Income (loss) from  discontinued  operations
was $0 and $3,964,000 for the three months ended March 31, 2002 and 2001, respectively.

## ITEM 2.  MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATIONS

## Overview

In December 2000, the Company made a decision to exit the clinical laboratory testing services segment and in February 2001,
BBI Clinical Laboratories, Inc. (BBICL), a wholly-owned subsidiary of the Company, sold the business and certain assets and
liabilities to a third party for an adjusted purchase price of $8,958,000.    Additional information relative to this transaction is
contained hereunder in the caption entitled Discontinued Operations.

## RESULTS OF OPERATIONSTHREE MONTHSENDED MARCH 31, 2001 AND 2000

Revenue

Total revenue from continuing operations decreased 0.1%, or $29,000, to $4,953,000 in the first quarter of 2002 from $4,982,000 in
the first quarter of 2001. The decrease in revenue was the result of a decrease in product revenue of 5.9%, or $187,000, to
$2,975,000 in 2002 from $3,162,000 in 2001.  This was partially offset by an increase in service revenue of 8.6%, or $158,000, to
$1,977,000 in 2002 from $1,820,000 in 2001.

Product  Revenue.   The  decrease of $187,000  in product  revenue was due  primarily  to a decrease of  approximately  $81,000 at the  Diagnostic
segment  and $74,000 at the  Laboratory  Instrumentation  segment.  These  decreases  were  primarily  a result of delays from  several
customers at the Diagnostics  segment in getting final customer approval for shipment,  and the impact of the Companys increased focus
on commercializing pressure cycling technology (PCT), which diverted resources from other projects.

Service  Revenue.     The $158,000 increase in service revenue was primarily related to growth in the repository operations at the Biotech segment.

Gross Profit

Overall gross profit decreased 5.5%, or $109,000, to $1,885,000 in the first quarter of 2002 from $1,994,000 for the same period last
year.  Product gross profit decreased 6.9%, or $109,000, to $1,469,000 in 2002 from $1,578,000 for 2001; product gross margin was
relatively unchanged at 49.4% in 2002 from 49.9% in 2001.  Services gross profit was flat at $416,000 in the first quarter of both
2002 and 2001 while service gross margin decreased slightly to 21.0% in 2002 from 22.8% in 2001.

Product Gross Margin

A slight increase in product gross margin at the Diagnostics segment, which was primarily due to the mix of diagnostic component
products, was offset by a slight decrease at the Laboratory Instrumentation segment.  The latter decrease was associated with lower
revenues over a relatively fixed cost structure and related facility costs.

Service Gross Margin

The service gross margin declined slightly due to an unfavorable mix shift as the revenue increase was in lower margin government
contracts.

Research and Development

Research and development expenditures increased 60.3%, or $285,000, to $758,000 in 2002 from $473,000 in 2001.  The increased level
of research and development expenditures in the first quarter of 2002 was primarily associated with building several  PCT
Barocyclers for use at beta sites.

Selling and Marketing

Selling and marketing expenses increased by 22.0%, or $165,000, to $916,000 in 2002 from $751,000 in 2001.
The Company incurred significant marketing and promotion related costs in the first quarter of 2002 associated with its introduction
of the PCT Barocycler at  the Pittsburgh conference industry trade show.

General and Administrative

General and administrative costs increased 2.6%, or $27,000, to $1,046,000 in 2002 from $1,019,000 in 2001, due to an increase in
professional fees.

Operating Loss

Operating loss from continuing operations increased to $(835,000) in 2002 versus an $(249,000) loss in 2001. The Diagnostics
segments operating income decreased to $138,000 in 2002 from $203,000 in 2001, associated with a decline in product revenue.  The
Biotech segments operating loss increased to $(133,000) in 2002 from $(51,000) in 2001, due to increased research and development
costs.  The operating loss of the PCT segment increased to $(791,000) in 2002 from $(279,000) in 2001 due to approximately $113,000
in costs related to marketing and launching the Barocycler and related PULSE tubes as well as increased research and development
costs associated with the final phases of product development and advanced prototype manufacture.

Interest Expense

Net interest expense decreased to $52,000 in 2002 from $227,000 in 2001.  In the first quarter of 2001, the Company redeemed the
remaining $2,040,000 (face value) of outstanding 3% Senior Subordinated Convertible Debentures (Debentures), which were originally
issued in August 2000, plus accrued interest and a premium of $190,000 (which was charged to interest expense).  Interest expense in
the first quarter of 2001 also included interest on the Companys line of credit, which was terminated by the Company in February
2001.  Both the first quarter of 2002 and 2001 included interest expense on the Companys outstanding mortgage.

Income Taxes

In the year 2000, the Company established a full valuation allowance for its deferred tax assets in accordance with Statement of
Financial Accounting Standards No. 109 and in consideration of three consecutive years of losses; accordingly, the Company has not
recognized an income tax benefit associated with the loss from continuing operations in the first quarters of 2002 and 2001, as these
tax assets have been fully reserved for.  The Company made estimated state tax payments of $9,800 in the first quarter of 2001.

Loss from Continuing Operations

Loss from  continuing  operations  increased to $(887,000) for the quarter ended March 31, 2002 from $(486,000) for the same period
last year, as a result of the items discussed above.

Discontinued Operations

On February 20, 2001, the Company sold the business and certain assets and liabilities of its wholly-owned subsidiary BBICL to a
third party.  The Company retained certain other assets and liabilities of BBICL, primarily property, plant and equipment, together
with the facility lease subsequent to the closing date, which the Company is attempting to sublease.  The Company wrote down all of
the retained assets not otherwise redistributed to other business units to their estimated net realizable value.

The Company has recorded its estimate of remaining short and long term accrued liabilities to exit the clinical laboratory testing
business, totaling approximately $1,557,000 as of March 31, 2002.  The major components of this accrual are estimated income taxes
($312,000), estimated lease exit and facility related costs ($692,000) and potential health care claims and other related potential
audit adjustments ($318,000), with the remainder for other miscellaneous costs associated with exiting this business segment.

Revenues from discontinued operations, net of intercompany eliminations, were $973,000, in the period January 1, 2001 to February 20,
2001.  Operating income (loss) from discontinued operations for the three months ended March 31, 2002 and March 31, 2001 was $0 and
$(136,000), respectively. The Company recorded a gain of $4,100,000, net of taxes of $1,364,000, in the first quarter of 2001, such
gain being subject to subsequent post closing adjustments.  Income (loss) from discontinued operations was $0 and $3,964,000 for the
three months ended March 31, 2002 and 2001, respectively. The Company will utilize prior period net operating loss carryforwards,
previously reserved for by the Company in year 2000, to partially offset the tax effect of this gain.  Additionally, the Company took
a tax benefit of $564,000 related to stock option exercises that was not previously recorded as the Company was in a loss position;
this tax benefit was recorded as a credit to additional paid-in capital in the first quarter of 2001.

In accordance with a transition services agreement, the Company operated the clinical laboratory business on behalf of the buyer
during the period February 20, 2001 through December 2001 although most operations ceased activity by the end of June 2001. All of
the revenues generated by, and substantially all costs associated with operating the business subsequent to the closing date of the
transaction are the responsibility of the purchaser. A portion of the proceeds from this sale were used to redeem all outstanding
Debentures and to retire the Companys line of credit in the first quarter of 2001.

Summary

The Company had a net (loss) of ($887,000) in 2002 as compared to net income of $3,478,000 in 2001.  In the first quarter of 2001,
the Company recorded an after-tax gain of $3,964,000 associated with discontinued operations. The earnings (loss) per share
computation for the first quarter of 2002 reflects the issuance of 600,000 additional shares of common stock in the first quarter of
2002 to a group of investors; such shares were subscribed to and paid for in December 2001.  The earnings (loss) per share
computation in the first quarter of 2001 reflects the issuance of 801,325 additional shares of common stock, as certain holders of
the Debentures exercised their rights to convert $1,210,000 of such Debentures into shares of the Companys common stock.

## LIQUIDITY AND
FINANCIAL CONDITION

The Company's working capital position amounted to $9,376,000 (including restricted cash of $1,003,000) as of March 31, 2002 from
$9,407,000 as of December 31, 2001.

Net cash used in operations for the three months ended March 31, 2002 was $47,000 as compared to $82,000 during the same period last
year.   The operational use of cash during the first quarter of this year was primarily the result of the quarterly loss and the
buildup of raw materials inventory partially offset by favorable cash collections of receivables, whereas in the first quarter of
2001, the operating loss coupled with the reversal of non-cash interest expense was partially offset by increased collections on
accounts receivable, receipt of an income tax refund and a increase in accounts payable and accrued expenses.

Net cash used in investing activities was $174,000 in the first quarter of 2002 versus $80,000 in the comparable prior year period.
The increase of cash used for investing in the first quarter of 2002 was due to the purchase of a DNA Sequencer at the Companys
Biotech subsidiary.

Cash used in financing activities was $428,000 in the first quarter of 2002 versus cash used of $7,434,000 for the prior year
period.  In the first quarter of 2002 the Company pledged $1,000,000 partially offset by repayment to the Company of a loan to the
CEO also discussed further below.  In the first quarter of 2001, the Company used proceeds from the sale of certain assets of BBICL
to pay off in full the remaining $5,762,635 balance on its line of credit and all remaining outstanding 3% Senior Subordinated
Convertible Debentures.

As of  December  31,  2001,  the Company had entered  into a one year loan of  $525,000  to its Chief  Executive  Officer  (CEO),
renewable at the Companys option,  and  collateralized by 90,000 of his shares of Boston Biomedica common stock.  Interest on the loan
was  payable  monthly at the annual  rate of 7%. As of  December  31,  2001,  the loan is shown on the  balance  sheet as a decrease to
stockholders  equity.  In January  2002,  the loan was repaid in full.  The loan was replaced by the  Companys  pledge of a $1,000,000
interest  bearing deposit at a financial  institution to provide  additional  security for loans in the aggregate  amount of $2,418,000
from the  financial  institution  to an entity  controlled  by the CEO. The loans are  personally  guaranteed by the CEO. The Companys
pledge is secured by a junior interest in the collateral  provided by the CEO to the financial  institution.  Such collateral  includes
all of his real property and common stock  holdings in Boston  Biomedica,  Inc. The original loan and  subsequent  pledge of $1,000,000
were made to assist the CEO in refinancing  indebtedness  related to, among other things,  his divorce  settlement and to enable him to
avoid the need to sell his common  stock  holdings in Boston  Biomedica,  Inc. on the open market to satisfy his debts.  The  Companys
Board of Directors and, with respect to the decision to pledge the $1,000,000 cash collateral,  a special  committee of the independent
directors,  evaluated a number of alternatives and concluded that the original loan to the CEO and the subsequent  pledge were the best
alternative and in the best interests of the Companys  stockholders  because it would,  among other things,  avoid selling pressure on
the Companys common stock and relieve the financial pressures on the CEO that could otherwise divert his attention from the Company.

As of March 31, 2002, the Company believes its cash and working capital resources (exclusive of the $1,000,000 pledge and loan
guarantee discussed above), coupled with internally generated funds from operations, will be sufficient to fund operations and
anticipated capital expenditures for the next year. The Company continually evaluates financing options, as well as other strategic
alternatives, in order to maximize shareholder value.

## CONTRACTUAL OBLIGATIONS

As of March 31, 2002, there have been no significant changes in the Companys contractual obligations previously disclosed as of
December 31, 2001.

## FORWARD-LOOKING
STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements concerning the Company's financial performance and business
operations. The Company wishes to caution readers of this Quarterly Report on Form 10-Q that actual results might differ materially
from those projected in any forward-looking statements.

Factors which might cause actual results to differ  materially from those projected in the  forward-looking  statements  contained
herein include the following:  due to operational,  scientific or technical  difficulties in the  implementation  of its strategies and
changes in customer demand,  the Companys sales to IVD test kit  manufacturers and sales of ACCURUN and other quality control products
may not  continue to be as strong as in 2001;  the  Company may not be  successful  in  developing  Pressure  Cycling  Technology  into
commercially  viable products and services,  including those in the areas of sample  preparation and  inactivation,  or such activities
may take longer than  currently  expected;  Pressure  Cycling  Technology  may also not be adaptable to any other  commercially  viable
applications;  certain  Pressure  Cycling  Technology  applications  may not fall within the claims of the Company's  eight issued U.S.
patents;  individuals  and groups  utilizing  Pressure  Cycling  Technology  may not be required to license  such  technology  from the
Company;  the Companys  inability to develop the end-user market for quality  control  products;  the Companys  inability to grow the
sales of Source  Scientific,  Inc.  to the extent  anticipated;  the  uncertainty  of the renewal and full  funding of  contracts  with
National  Institutes of Health (NIH);  the Companys  inability to obtain an adequate supply of the unique and rare specimens of plasma
and serum necessary for certain of its products;  the potential for  significant  reductions in purchases by any of the Company's major
customers;  and if  expenses  are higher than  anticipated,  or if  revenues  are lower than  anticipated,  the  Company  will  require
additional  capital  sooner than expected and there can be no assurance that the Company will be able to obtain  additional  capital on
acceptable  terms.  Certain of these and other factors which might cause actual results to differ  materially  from those projected are
more fully set forth under the caption  "Risk  Factors" in the  Company's  most recent  Registration  Statements  on Form S-3 (SEC File
No.s 333-94379 and 333-46426).

## ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There
have been no material changes in the reported market risks since December 31,
2001.

## PART II. OTHER
INFORMATION

## ITEM 1. LEGAL
PROCEEDINGS

Not Applicable

## ITEM 2.
CHANGES IN SECURITIES AND USE OF PROCEEDS

In December 2001, the Company sold 600,000 shares of common stock of the Company for an aggregate purchase price of $1,500,000 in a
private placement to five accredited investors.  The shares were issued in the first quarter of fiscal 2002 and therefore were not
included in the total shares outstanding as well as in the calculation of earnings (loss) per share for the year ended December 31,
2001. The issuance of the shares was effected without registration under the Securities Act of 1933, as amended, in reliance upon the
exemption from registration contained in Rule 506 of Regulation D promulgated under the Securities Act.

In accordance with the terms of the Companys mortgage with a bank, payment of dividends on common stock is not permitted.

## ITEM 3.
DEFAULTS UPON SENIOR SECURITIES

Not Applicable

## ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable

## ITEM 5. OTHER
INFORMATION

Not Applicable

## ITEM 6.
EXHIBITS AND REPORTS ON FORM 8K

## (a) Exhibits

## (b) Reports on Form 18-K.

There were not reports filed by the Company on Form 8-K in the first quarter of 2002

# SIGNATURES

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

BOSTON BIOMEDICA, INC.


             
             
             
             
             
             
             
             
             
    (Registrant)



        Date:  
May 14, 2002          
         
             
             
             
         
By:/s/ Kevin W. Quinlan


            
             
             
             
             
             
             
             
     Kevin W. Quinlan,
            
             
             
             
             
             
             
             
     President and Chief Operating Officer
            
             
             
             
             
             
             
             
     (Principal Accounting and Financial Officer)