SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant |X|

Filed by a Party other than the Registrant | |

GISH BIOMEDICAL, INC.
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(Name of Registrant as Specified in Its Charter)

N/A
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required.
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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| | Fee paid previously with preliminary materials:

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| | Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, Schedule or Registration Statement no.:

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(3) Filing Party:

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(4) Date Filed:

October 12, 2001

Dear Fellow Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of
Gish Biomedical, Inc. which will be held on Tuesday, November 13, 2001 at 10:00
a.m. in the corporate offices of Gish Biomedical, Inc., at 22942 Arroyo Vista,
Rancho Santa Margarita, CA 92688.

This booklet includes the Notice of the Annual Meeting of Shareholders and
the Proxy Statement. The Proxy Statement describes the business that will be
transacted at the Annual Meeting and also provides important information about
the Company and the items to be voted upon that you should consider when you
vote your shares.

At this year's meeting, among other things, you will be asked to consider
and to vote upon the election of five directors. All of these nominees currently
are directors of the Company. Their diversified experience and backgrounds have
enabled them to contribute significantly to the success of the Company.
Accordingly, your Board of Directors recommends that you vote FOR all of the
nominees.

You also will be asked to (i) ratify the Board of Directors' selection of
Ernst & Young, LLP as the Company's independent auditors for the 2001 fiscal
year and (ii) appoint Ernst & Young LLP as the Company's independent auditors
for the 2002 fiscal year. Your Board of Directors considers the firm well
qualified for this position and therefore recommends that you vote FOR this
proposal.

Each of the items upon which you will be asked to vote is discussed more
fully in the attached Proxy Statement. We urge you to read the Proxy Statement
completely and carefully so that you can vote your shares on an informed basis.

Your vote is important! We look forward to receiving your proxy form and
hope that you will be able to join us at the Annual Meeting.

Sincerely yours,

/s/ John W. Galuchie, Jr.
------------------------------
John W. Galuchie, Jr.
Chairman

PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

GISH BIOMEDICAL, INC.
22942 Arroyo Vista
Rancho Santa Margarita, California 92688

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 13, 2001

To Shareholders of Gish Biomedical, Inc.:

Notice is hereby given that the Annual Meeting of Shareholders of Gish
Biomedical, Inc., a California corporation (the "Company"), will be held at the
offices of the Company, at 22942 Arroyo Vista, Rancho Santa Margarita,
California, 92688, at 10:00 a.m., Pacific Standard Time, on November 13, 2001
for the following purposes:

(1) To elect five directors, the names of whom are set forth in
the accompanying proxy statement, to serve until the next
Annual Meeting.

(2) To ratify the selection of Ernst &Young, LLP as auditors for
the fiscal year ending June 30, 2001, and appoint Ernst &
Young LLP as auditors for the fiscal year ending June 30, 2002.

(3) To transact such other business as may properly be brought
before the meeting or any adjournment or postponement thereof.

Shareholders of record at the close of business on September 17, 2001, are the
only shareholders entitled to vote at the Annual Shareholders Meeting.

By Order of the Board of Directors

/s/ John W. Galuchie, Jr.
---------------------------
John W. Galuchie, Jr.
Chairman

Rancho Santa Margarita, California
October 12, 2001

GISH BIOMEDICAL, INC.
a California Corporation
22942 Arroyo Vista
Rancho Santa Margarita, California 92688

PROXY STATEMENT

Annual Meeting of Shareholders
November 13, 2001
10:00 A.M.

Information Concerning the Solicitation

This statement is furnished in connection with the solicitation of proxies
to be used at the Annual Meeting of Shareholders ("Annual Meeting") of Gish
Biomedical, Inc., a California corporation (the "Company"), to be held November
13, 2001.

The solicitation of proxies in the enclosed form is made by the Board of
Directors on behalf of the Company.

The cost of preparing, assembling and mailing the proxy materials and of
reimbursing brokers, nominees, and fiduciaries for the out-of-pocket and
clerical expenses of transmitting copies of the proxy materials to the
beneficial owners of shares held of record by such persons will be borne by the
Company. The Company does not intend to solicit proxies otherwise than by the
use of mail, but certain officers and regular employees of the Company or its
subsidiaries, without additional compensation, may use their personal efforts,
by telephone or otherwise, to obtain proxies.

A shareholder signing and returning a proxy on the enclosed form has the
power to revoke it at any time before the shares subject to it are voted by
notifying the Secretary of the Company in writing, which communication must be
received by 9:00 a.m., California time, on November 13, 2001. If a shareholder
specifies how the proxy is to be voted with respect to any of the proposals for
which a choice is provided, the proxy will be voted in accordance with such
specifications. If a shareholder fails to so specify with respect to such
proposals, the proxy will be voted FOR proposals 1 and 2. A proxy will not be
voted if the shareholder that executed it is present at the Annual Meeting and
chooses to vote the shares represented thereby in person.

Abstentions and broker non-votes are each included in the determination of
the number of shares present and voting for the purpose of determining whether a
quorum is present, and each is tabulated separately. In determining whether a
proposal has been approved, abstentions and broker non-votes are not counted as
votes for or against a proposal and do not affect the outcome.

The approximate date on which this proxy statement and the enclosed proxy
card are first being sent to shareholders of record is October 12, 2001.

Shareholders' Proposals for Next Annual Meeting

Shareholders' proposals intended to be presented at the next Annual Meeting
must be received by the Company no later than July 16, 2002, for inclusion in
the Company's proxy statement and form of proxy for that meeting.

If a shareholder submits a proposal outside the process of Rule 14a-8 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), such
proposal needs to comply with Rule 14a-4(c)(1) of the Exchange Act. Under Rule
14a-4(c)(1), a shareholder must give written notice of a proposal or nomination
of a director to the Company at least 45 days before the anniversary of the date
on which the Company mailed its proxy materials to shareholders for the prior
year's Annual Meeting of Shareholders. Shareholder proposals or nominations for
director that do not meet the requirements of Rule 14a-8 under the Exchange Act
or the notice requirements of Rule 14a-4(c)(1) will not be acted upon at the
2002 Annual Meeting. Moreover, provided that the Company satisfies the
requirements of Rule 14a-4(c), Rule 14a-4(c) permits the Company to exercise
discretionary voting authority at the 2002 Annual Meeting under proxies it
solicits to vote on a proposal made by a shareholder which such shareholder has
not sought to include in the Company's proxy statement pursuant to Rule 14a-8.

Outstanding Voting Securities

Only shareholders of record at the close of business on September 17, 2001,
are entitled to vote at the Annual Meeting. On that day, there were issued and
outstanding 3,592,145 shares of common stock. Each share has one vote on all
matters other than, under certain conditions, the election of directors (see
"Cumulative Voting"). A majority of the common stock outstanding on the record
date and entitled to vote at the Annual Meeting, present in person or by proxy,
will constitute a quorum for the transaction of business at the Annual Meeting
and any adjournments or postponements thereof. A simple majority of the total
shares represented at the Annual Meeting is required to elect the directors and
ratify or approve the selection of Ernst & Young LLP as the Company's
independent auditors

Cumulative Voting

Under Section 708 of the California General Corporation Law and the bylaws
of the Company provide that in elections of directors, if any shareholder makes
a proper request to cumulate such shareholder's votes at a shareholder meeting
prior to the vote for directors, all shareholders present in person or
represented by proxy at the meeting will be entitled to cumulate their votes.
Under cumulative voting, each shareholder or proxy is entitled to multiply the
number of shares to be voted on behalf of that shareholder times the number of
directors to be elected and distribute the number of votes produced by the
formula among one or more candidates as the person voting the shares determines
fit.

Discretionary authority to cumulate votes represented by the proxies
requested hereby is solicited by the Company's Board of Directors because, in
the event that nominations are made in opposition to the nominees of the Board
of Directors, it is the intention of the persons named in the enclosed proxy to
cumulate votes represented by proxies for individual nominees and to
appropriately distribute such votes among the five nominees in order to assure
the election of as many of such nominees to the Board of Directors as possible.

Security Ownership of Certain Beneficial Holders and Management

The following table sets forth certain information as of September 17,
2001, except as otherwise indicated, regarding the beneficial ownership of
common stock of the Company by (i) each person who is known to the Company to be
the beneficial owner of 5% or more of the Company's common stock, (ii) each
director of the Company, (iii) certain executive officers of the Company and
(iv) all directors and executive officers as a group. To the Company's
knowledge, the beneficial owners named in the table have sole voting and
investment power with respect to the shares.

NAME SHARES BENEFICIALLY OWNED PERCENT OF CLASS (1)

Asset Value Fund Limited Partnership
376 Main Street, Bedminster, NJ 07921 587,300 16.3%

Craig Corporation
550 South Hope Street, Ste. 1825, Los Angeles, CA 90071 583,900(2) 16.3%

Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, Santa Monica, CA 90401 230,000 6.4%

James J. Cotter, Jr. 2,383 *

Ray R. Coulter 12,511(3) *

John W. Galuchie, Jr. 587,300(4) 16.3%

John S. Hagestad 139,190(5) 3.9%

Kelly D. Scott 303,300(6) 8.0%

Leslie M. Taeger 15,000(7) *

All officers and directors as a group, five persons 1,059,684(8) 27.7%

* Less than 1%

** Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. Unless otherwise noted, and subject to
applicable community property laws, each individual has sole voting and
investment power, to the Company's knowledge, with respect to the shares
indicated. Shares of common stock subject to options currently exercisable or
exercisable within 60 days after September 17, 2001, are deemed outstanding for
computing the share amount and the percentage ownership of the person holding
such stock options, but are not deemed outstanding for computing the percentage
of any other person.

(1) Percent of the outstanding shares of the Company's common stock,
treating as outstanding all shares issuable upon exercise of options
held by particular beneficial owners that are included in the first
column.
(2) Craig Corporation is the beneficial owner of Common Stock of
Gish Biomedical, Inc. through its controlling interest in Citadel
Holding Corporation.
(3) Includes 8,333 shares subject to options exercisable currently.
(4) Mr. Galuchie is deemed to be the beneficial owner of Common Stock of
Gish Biomedical, Inc. through his position as Treasurer and Secretary
of Asset Value Management, Inc., the sole general partner of Asset
Value Fund Limited Partnership.

(5) Includes 5,000 shares subject to options exercisable currently.
(6) Includes 200,000 shares subject to options exercisable currently.
(7) Includes 15,000 shares subject to options exercisable currently and
within 60 days after September 17, 2001.
(8) Includes 228,333 shares subject to options exercisable currently and
within 60 days after September 17, 2001.

ELECTION OF DIRECTORS
Proposal 1:

Five directors will be elected at the Annual Meeting to serve until the
next Annual Meeting or until their successors shall have been chosen and
qualified. The Company's bylaws authorize a range in the number of directors
between six and eleven. There is currently one vacancy, which will not be filled
at the Annual Meeting. All of the nominees named below have indicated their
willingness to serve. However, in the event any one or more of such nominees
shall be unable to serve, votes will be cast, pursuant to authority granted by
the enclosed proxy, for such person or persons as may be designated by the Board
of Directors, unless the Board reduces the number of directors to be elected at
the Annual Meeting. It is not expected, however, that any nominee will be
unavailable for election to the Board of Directors or that the number of
directors to be elected at the Annual Meeting will be reduced.

There are no arrangements or understandings between any director or
director nominee and any other person pursuant to which he is or was to be
selected as a director of the Company.

Abstentions and broker non-votes will each be counted as present for
purposes of determining the presence of a quorum but they will not have any
effect on the outcome of this proposal since directors are elected by a
plurality.

The Board of Directors recommends that you vote FOR the election of each of
the nominees named below. The names of the nominees for directors of the Company
are listed in the following table.

NAME PRINCIPAL OCCUPATION AGE DIRECTOR SINCE

James J. Cotter, Jr. Attorney, Whitman Breed Abbott & Morgan 32 1999
LLP

Ray R. Coulter Practicing Attorney in Rancho Mirage, 68 1979
California

John W. Galuchie, Jr. President, T.R. Winston & Company, Inc. 48 1999

John S. Hagestad Managing Director, Sares/Regis Group 54 1979

Kelly D. Scott President and Chief Executive Officer 45 2000
of the Company

Nominee's Business Experience and Other Directorships

Mr. Cotter has been an attorney with Whitman Breed Abbott & Morgan LLP
since 1997. Previously, he was with Cecelia Packing Corporation. Mr. Cotter
received his L.L.M. and J.D. degrees in 1995 from New York University School of
Law.

Mr. Coulter is a practicing attorney in Rancho Mirage, California,
specializing in corporate, Food and Drug Administration and health care law. For
more than the previous 5 years, he was the co-founder and chief financial
officer of Wintec Energy, Ltd., an alternate energy company.

Mr. Galuchie, a Certified Public Accountant and Chairman of the Company, is
principally engaged in the following businesses: (i) T.R. Winston & Company,
Inc., a securities broker/dealer, as President since January 1990 and director
since September 1989; (ii) Kent Financial Services, Inc., in various executive
positions since 1986 including the Treasurer and Secretary of Asset Value
Management, Inc., the sole general partner of Asset Value Fund Limited
Partnership; (iii) Pure World, Inc., a manufacturer and distributor of natural
products, as Executive Vice President since April 1988; (iv) Cortech, Inc., a
biopharmaceutical company, as President and director since September 1998. Mr.
Galuchie served as a director of Crown NorthCorp, Inc. from June 1992 to August
1996, a director of HealthRite, Inc. from December 1998 to June 1999 and a
director of Golfrounds.com, Inc. from July 1992 to January 2000.

Mr. Hagestad is a Managing Director of Sares/Regis Group, a firm
specializing in real estate acquisition, development and management, located in
Irvine, California. He has been associated with Sares/Regis Group for more than
20 years.

Mr. Scott joined the Company in May 2000 as President and Chief Executive
Officer. Prior to joining Gish, Mr. Scott was employed for more than twenty
years by Sorin Biomedica and its predecessor, Shiley, Inc. a subsidiary of
Pfizer, Inc. He was most recently Managing Director of Sorin Biomedica Asia, a
position held since 1998. >From 1996 to 1997 he was Managing Director of Sorin
Biomedica U.K. Ltd. and from 1994 to 1996 Director of National Accounts for
Sorin Biomedical, Inc.

Compensation of Directors

Directors who are not officers of the Company each receive a fee of $8,000
per fiscal year and an additional fee of $500 for attendance at each Board of
Directors' and committee meeting. Officers of the Company do not receive
additional compensation for attendance at Board of Directors' meetings or
committee meetings. Effective February 1, 1999, the Board approved the waiver of
Directors' compensation until such time as the Company returns to profitability.

Board of Directors' Affiliations

No affiliations exist between the Company and the non-employee nominees to
the Board of Directors.

Committees of the Board of Directors

Pursuant to the Company's bylaws, the Board of Directors has appointed four
standing committees from among its members. These committees are the Audit,
Compensation, Executive and Nominating Committees.

The function of the Audit Committee is to review and report to the Board on
the financial statements of the Company prepared by management and to review and
report to the Board the results of audit examinations by the Company's
independent public accountants. The members of the Audit Committee are Ray R.
Coulter, John W. Galuchie, Jr. and John S. Hagestad.

The Compensation Committee is a standing committee of the Board of
Directors of the Company. The Compensation Committee is responsible for
establishing and evaluating the effectiveness of compensation policies and
programs for the Company and for making determinations regarding the
compensation of the Company's executive officers, subject to review by the full
Board of Directors. The members of the Compensation Committee are John S.
Hagestad and Ray R. Coulter, both of whom are non-employee directors of the
Company.

No member of the Compensation Committee is a former or current officer or
employee of the Company or a subsidiary of the Company. Furthermore, there are
no Compensation Committee interlocks between the Company and other entities
involving the Company's executive officers and board members.

The function of the Executive Committee is to advise the Chief Executive
Officer on matters of importance to the Board and the Company, between regularly
scheduled meetings of the Board of Directors. The members of the Executive
Committee are John S. Hagestad and John W. Galuchie, Jr.

The Nominating Committee is responsible for considering and making
recommendations to the Board concerning the director nominees for approval by
the Board and the shareholders. The members of the Nominating Committee are John
S. Hagestad and John W. Galuchie, Jr. Only nominations from the members of the
Nominating Committee will be considered.

Meeting Attendance

There were three meetings of the Board of Directors during the fiscal year
ended June 30, 2001 and three meetings of the Audit Committee. All directors
except for John S. Hagestad, attended more than 75% of the meetings of the Board
and of the committees of which they are members. Mr. Hagestad was not able to
attend one Board of Directors Meeting during fiscal 2001.

There were no meetings of the Compensation or Executive Committees during
fiscal 2001, as all related matters were discussed with the full Board at the
Board of Directors meetings. There were no meetings of the Nominating Committee
during the fiscal year, as the nominations were determined by Unanimous Written
Consent.

Executive Officers of the Registrant

First Year
Name Position with Company Age Elected Office
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Kelly D. Scott President and Chief Executive 45 2000
Officer of the Company
Leslie M. Taeger Chief Financial Officer 51 2000

For certain information concerning the business experience of Mr. Scott
refer to previous section titled "Election of Directors".

Mr. Taeger became Vice President, Chief Financial Officer in September
2000. Prior to joining Gish, Mr. Taeger was employed for more than five years as
Chief Financial Officer by Cartwright Electronics, Inc., a division of Meggitt,
PLC.

Executive Compensation

Summary Compensation Table. The following table sets forth the aggregate
compensation for services rendered in all capacities during the fiscal years
ended June 30, 2001, 2000 and 1999 of all persons serving as Chief Executive
Officer and all other executive officers whose salary and bonus exceeded
$100,000 (the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

Long-Term
Compensa-
Annual Compensation tion
----------------------------------------------------------------------
Other Annual Securities All Other
Name and Principal Bonus Compensation Underlying Compensation
Position Year Salary ($) ($) (1) ($) (2) Option (#) ($) (3)
-----------------------------------------------------------------------------------------------------------------

Kelly D. Scott, 2001 180,000 - - 190,000 -
President and 2000 22,500
CEO

Jack W. Brown, 2001 100,000
Former President 2000 118,958 - 3,332 - 15,629
and CEO 1999 191,000 28,650 4,926 - 250

Leslie M. Taeger, 2001 118,750 10,900 - 25,000 250
Chief Financial
Officer

James R. Talevich, 2000 126,583 - - 35,000 250
Former Chief
Financial Officer

(1) Bonuses paid to the Named Executive Officers are pursuant to annual
incentive compensation programs established each year for selected
employees of the Company, including the Company's executive officers. Under
this program, performance goals, relating to such matters as sales growth,
gross profit margin and net income as a percentage of sales, and individual
efforts are established each year. Incentive compensation, in the form of
cash bonuses, was awarded based on the extent to which the Company and the
individual achieved or exceeded the performance goals.

(2) Other Annual Compensation consists of the personal use portion of
Company-provided automobiles and premiums paid on executive disability
policies.

(3) All Other Compensation consists of the Company's matching contributions to
the Gish Salary Savings Plan under Section 401(k) of $250 in each fiscal
year, plus the value of a company-owned vehicle which was given to Mr.
Brown under the terms of his employment agreement.

(4) Mr. Scott joined the Company in May 2000 as President and Chief Executive
Officer. Mr. Scott entered into a written employment agreement with the
Company whereby he is entitled to an annual base salary of $180,000, a
signing bonus of $20,000 upon the commencement of his employment, and a
bonus to be determined by the Board of Directors based on the achievement
of specified corporate profitability targets. The employment agreement was
amended in August, 2001 to provide an initial two-year term commencing
August 8, 2001 ("Commencement Date"). The term is to be automatically
extended one day for each day elapsed after the Commencement Date. In
the event that his employment is involuntarily terminated, he will be
entitled to severance equivalent to two times the annual salary then in
effect on the date of such termination. Mr. Scott was granted options to
purchase 190,000 shares of the Company's Common Stock at an exercise price
of $3.00 per share. Options will vest and become exercisable at the rate of
60,000 shares on May 18, 2000, 40,000 shares on May 18, 2001, 40,000 shares
on May 18, 2002,and 50,000 shares on May 18, 2003. Mr. Scott was granted an
additional fully vested option to purchase 100,000 shares at an exercise
price of $.96 per share effective August 8, 2001.

Stock Options Granted During Fiscal 2001. The following table shows information
regarding stock options granted to the Named Executive Officers during fiscal
year 2001.

OPTION GRANTS IN LAST FISCAL YEAR
(Individual Grants)

Number of
Securities % of total Options
Underlying Granted to
Option Granted Employees in Exercise or Base
Name (#) (1) Fiscal Year Price ($/Share) Expiration Date
---------------------------------------------------------------------------------------------

Leslie M. Taeger 25,000 9.8% $2.375 9/18/10

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Values. The
following table sets forth, for each of the executive officers named in the
Summary Compensation Table above, each exercise of stock options during the year
ended June 30, 2001 and the year-end value of unexercised options:

Number of Securities
Shares Underlying Unexercised Value of Unexercised
Acquired Options In-the-Money Options
on Value at Fiscal Year End 2001 at Fiscal Year End 2001
----------------------- -----------------------
Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
-------- -------- ------------------------- -------------------------
Name (#) ($)(1) (#) (#) ($)(2) ($)(2)
----
---------------------------------------------------------------------------------------------------------------------------

Kelly D. Scott - - 100,000 90,000 - -

Jack W. Brown - - - - - -

Leslie M. Taeger - - 10,000 15,000 - -

(1) Excess of market price over exercise price, on the date of exercise.
(2) Value of unexercised in-the-money options is based on Nasdaq's closing
price on June 29, 2001 ($1.10 per share), which was the last trading
day of fiscal 2001.

Employment Contracts

Jack W. Brown joined the Company in 1980 as the Vice President of
Marketing. Shortly thereafter in 1980 Mr. Brown was elected President and
Chairman of the Board of Directors. In September of 1999 Mr. Brown resigned as
President and Chairman and assumed the position of Managing Director of Product
Development of the Company. An employment agreement provides for Mr. Brown's
continued compensation by the Company until September 15, 2001 at an annual
salary of $100,000. Mr. Brown resigned from the Board of Directors in March
2000.

Mr. Scott joined the Company in May 2000 as President and Chief Executive
Officer. Mr. Scott entered into a written employment agreement with the Company
whereby he is entitled to an annual base salary of $180,000, a signing bonus of
$20,000 upon the commencement of his employment, and a bonus to be determined by
the Board of Directors based on the achievement of specified corporate
profitability targets. The employment agreement was amended in August, 2001 to
provide an initial two-year term commencing August 8, 2001 ("Commencement
Date"). The term is to be automatically extended one day for each day elapsed
after the Commencement Date. In the event that his employment is involuntarily
terminated, he will be entitled to severance equivalent to two times the annual
salary then in effect on the date of such termination. Mr. Scott was granted
options to purchase 190,000 shares of the Company's Common Stock at an exercise
price of $3.00 per share. Options will vest and become exercisable at the rate
of 60,000 shares on May 18, 2000, 40,000 shares on May 18, 2001, 40,000 shares
on May 18, 2002, and 50,000 shares on May 18, 2003. Mr. Scott was granted an
additional fully vested option to purchase 100,000 shares at an exercise price
of $.96 per share effective August 8, 2001.

Profit Sharing Plan

The Company has a Salary Reduction Profit Sharing Plan, established under
Section 401(k) of the Internal Revenue Code, in which all employees are eligible
to participate (the "Profit Sharing Plan"). Under the provisions of the Profit
Sharing Plan employees may cause up to 15% of their salary to be contributed to
the Profit Sharing Plan. Contributions by employees are held in a trust
established under the Profit Sharing Plan and invested as directed by each
participant. A participant's contributions and the earnings thereon are payable
to the participant or his or her survivors upon death, disability or retirement
in a lump sum or installments over not more than 15 years as directed by the
participant. The Company matches up to $250 of annual contributions by each
employee. For the plan year ended December 31, 2000, the Company made
contributions to the Profit Sharing Plan totaling $38,000 and paid
administrative costs of $7,000. For the plan year ended December 31, 1999, the
Company made contributions to the Profit Sharing Plan totaling $43,000 and paid
administrative costs of $6,000. Non-employee directors are not eligible to
participate in the Profit Sharing Plan.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based upon its review of the copies of reporting forms furnished to the
Company, the Company believes that all filing requirements under Section 16(a)
of the Securities Exchange Act of 1934 applicable to its directors, officers and
any persons holding ten percent or more of the Company's Common Stock with
respect to the Company's fiscal year ended June 30, 2001, were satisfied.

AUDIT COMMITTEE REPORT

The Audit Committee consists of three directors, each of whom is
independent as that term is defined in Rule 4200 (a)(14) of the National
Association of Securities Dealers' Marketplace Rules. A brief description of the
responsibilities of the Audit Committee is set forth above under the caption
"Committees of the Board of Directors." A copy of the Audit Committee Charter
adopted by the Board of Directors is attached hereto as Appendix A.

The Audit Committee has received and discussed the Company's audited
financial statements for fiscal 2001 with the management of the Company. The
Audit Committee has discussed with Ernst & Young LLP, the Company's independent
public accountants, the matters required to be discussed by Statement on
Auditing Standards No. 61 (as modified and supplemented). The Company also has
received the written disclosure and letter from Ernst & Young LLP required by
Independence Standards Board Standard No. 1 (as modified and supplemented), and
has discussed with Ernst & Young LLP its independence.

Based on the review and discussions referred to above the Audit Committee
recommended to the Board of Directors that the Company's audited financial
statements be included in the Company's Annual Report on Form 10-KSB for the
year ended June 30, 2001 for filing with the Securities and Exchange Commission.

The Audit Committee
John W. Galuchie, Jr., Chairman
John S. Hagestad
Ray R. Coulter

RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Proposal 2:

Subject to approval and ratification by the shareholders, the Board of
Directors has reappointed Ernst & Young LLP as independent public accountants to
audit the financial statements of the Company for the fiscal years ending June
30, 2001 and 2002. Ernst & Young LLP has served as the Company's auditors since
1979 and has issued its report on the Company's financial statements for the
last twenty years. representatives of Ernst & Young LLP will be present at the
Annual Meeting and they will be given an opportunity to make a statement if they
desire to do so and will be available to respond to any appropriate questions
from shareholders. The affirmative vote of the holders of a majority of the
shares present in person or represented by proxy and voting at the Annual
Meeting (which shares voting affirmatively also constitute at least a majority
of the required quorum) will be required to ratify and approve the selection of

Ernst & Young LLP. For purposes of this vote, abstentions and broker non-votes
will not be counted for any purpose in determining whether this matter has been
approved; however, abstentions and broker non-votes may have the effect of
preventing approval and ratification of this proposal where the number of
affirmative votes, though a majority of the votes cast, does not constitute a
majority of the quorum.

The Audit Committee and the Board of Directors recommend the shareholders vote
FOR such ratification and appointment.

Audit Fees

Ernst & Young LLP billed the Company an aggregate of $104,000 in fees for
professional services rendered in connection with the audit of the Company's
financial statements for the most recent fiscal year and the reviews of the
financial statements included in each of the Company's quarterly reports on Form
10-QSB during the year ended June 30, 2001.

Financial Information Systems Design And Implementation Fees

No fees were billed by Ernst & Young LLP for professional services rendered
in connection with financial information systems design or implementation.

All Other Fees

Other fees of $2,000 were billed by Ernst & Young LLP.

The audit committee considered the provision of the services listed above
by Ernst & Young LLP and determined that the provision of the services was
compatible with maintaining the independence of Ernst & Young LLP.

OTHER MATTERS

As of the date of this proxy statement, the Board of Directors is not
informed of any matters, other than those stated above, that may be brought at
the Annual Meeting. The persons named in the enclosed form of proxy or their
substitutes will vote with respect to any such matters in accordance with their
best judgment.

A copy of the Company's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 2001 accompanies this Proxy Statement.

By Order of the Board of Directors

/s/ John W. Galuchie, Jr.
---------------------------------
John W. Galuchie, Jr.
Chairman
Dated October 12, 2001

GISH BIOMEDICAL, INC.

BOARD OF DIRECTORS

AUDIT COMMITTEE CHARTER

Organization

This charter governs the operations of the audit committee. The committee
shall review and reassess the charter at least annually and obtain the approval
of the board of directors. The committee shall be appointed by the board of
directors and shall comprise at least three directors, each of whom are
independent of management and the Company (if the Company files reports in the
current year under SEC Regulation S-B, the audit committee must consist of at
least two members, the majority of whom shall be independent). Members of the
committee shall be considered independent if they have no relationship that may
interfere with the exercise of their independence from management and the
Company. All committee members shall be financially literate, and at least one
member shall have accounting or related financial management expertise.

Statement of Policy

The audit committee shall provide assistance to the board of directors in
fulfilling their oversight responsibility to the shareholders, potential
shareholders, the investment community, and others relating to the Company's
financial statements and the financial reporting process, the systems of
internal accounting and financial controls, the internal audit function, the
annual independent audit of the Company's financial statements, and the legal
compliance and ethics programs as established by management and the board. In so
doing, it is the responsibility of the committee to maintain free and open
communication between the committee, independent auditors, the internal auditors
and management of the Company. In discharging its oversight role, the committee
is empowered to investigate any matter brought to its attention with full access
to all books, records, facilities, and personnel of the Company and the power to
retain outside counsel, or other experts for this purpose.

Responsibilities and Processes

The primary responsibility of the audit committee is to oversee the
Company's financial reporting process on behalf of the board of directors and
report the results of their activities to the board of directors. Management is
responsible for preparing the Company's financial statements, and the
independent auditors are responsible for auditing those financial statements.
The audit committee in carrying out its responsibilities believes its policies
and procedures should remain flexible, in order to best react to changing
conditions and circumstances. The audit committee should take the appropriate
actions to set the overall corporate "tone" for quality financial reporting,
sound business risk practices, and ethical behavior. The following shall be the

A-1

principal recurring processes of the audit committee in carrying out its
oversight responsibilities. The processes are set forth as a guide with the
understanding that the audit committee may supplement them as appropriate.

The audit committee shall have a clear understanding with management and
the independent auditors that the independent auditors are ultimately
accountable to the board of directors and the audit committee, as
representatives of the Company's shareholders. The audit committee shall have
the ultimate authority and responsibility to select, evaluate and, where
appropriate, replace the independent auditors (or to nominate the independent
auditors for shareholder approval in any proxy statement). The audit committee
shall discuss with the auditors their independence from management and the
Company and the matters included in the written disclosures required by the
Independence Standards Board Standard 1. Annually, the audit committee shall
review and recommend to the board of directors the selection of the Company's
independent auditors.

The audit committee shall discuss with the internal auditors, if any, and
the independent auditors the overall scope and plans for their respective audits
including the adequacy of staffing and compensation. Also, the audit committee
shall discuss with management, the internal auditors, and the independent
auditors the adequacy and effectiveness of the accounting and financial
controls, including the Company's system to monitor and manage business risk,
and legal and ethical compliance programs. Further, the audit committee shall
meet separately with the internal auditors and the independent auditors, with
and without management present, to discuss the results of their examination.

The audit committee shall review the interim financial statements with
management and the independent auditors prior to the filing of the Company's
Quarterly Report on Form 10-Q or 10-QSB. Also, the audit committee shall discuss
the results of the quarterly review and any other matters required to be
communicated to the committee by the independent auditors under generally
accepted auditing standards. The chair of the audit committee may represent the
entire committee for the purposes of this review.

The audit committee shall review with management and the independent
auditors the financial statements to be included in the Company's Annual Report
on Form 10-K or 10-KSB (or the annual report to shareholders if distributed
prior to the filing of Form 10-K), including their judgment about the quality,
not just acceptability, of accounting principals, the reasonableness of
significant judgments, and the clarity of the disclosures in the financial
statements. Also, the audit committee shall discuss the results of the annual
audit and any other matters required to be communicated to the audit committee
by the independent auditors under generally accepted auditing standards.

A-2

GISH BIOMEDICAL, INC.

PROXY SOLICITED BY BOARD OF DIRECTORS
ON BEHALF OF THE COMPANY

The undersigned, a shareholder of GISH BIOMEDICAL, INC., a California
corporation (the "Company"), acknowledges receipt of a copy of the Company's
Notice of Annual Meeting of Shareholders and the accompanying Proxy Statement
and the Company's Annual Report on Form 10-KSB for the year ended June 30, 2001;
and, revoking any proxy previously given, hereby constitutes and appoints John
W. Galuchie, Jr. and James J. Cotter, Jr., and each of them, his, her or its
true and lawful agents and proxies with full power of substitution in each, to
vote the shares of common stock of the Company standing in the name of the
undersigned at the Company's Annual Meeting of Shareholders to be held on
Tuesday, November 13, 2001, at 10:00 a.m., California time, and at any
adjournment or postponement thereof, on all matters coming before such meeting
as set forth below:

(1) ELECTION OF DIRECTORS:
FOR ALL NOMINEES [ ] WITHHOLD FOR ALL [ ] EXCEPTIONS [ ]
LISTED BELOW NOMINEES LISTED
BELOW

James J. Cotter, Jr. Ray R. Coulter John W. Galuchie, Jr.
John S. Hagestad Kelly D. Scott

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s),
mark the exceptions box and write the name(s) of the nominee(s) in the space
provided below.

Exceptions:

(2) TO RATIFY AND APPROVE APPOINTMENT OF ERNST & YOUNG, LLP AS AUDITORS FOR THE
FISCAL YEARS ENDING JUNE 30, 2001 AND 2002:
FOR [ ] AGAINST [ ] ABSTAIN [ ]

(3) In their discretion, the proxies named herein are authorized to vote upon
such other business as may properly come before the meeting or any adjournment
thereof, including procedural and other matters relating to the conduct of the
meeting.

You must submit your notice of revocation or a new proxy card to the Secretary
of the Company at 22942 Arroyo Vista, Rancho Santa Margarita, California 92688.
Your notice of revocation must be received by 9:00 am, California time, on
November 13, 2001.

This proxy will be voted as directed. Unless otherwise directed, this proxy will
be voted for the election of the five directors under Proposal 1 and for
Proposal 2.

Signature _____________________________ Date _____________________________, 2001

Note: Please sign exactly as your name appears hereon. (When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.

Please date, sign and return this card in the enclosed envelope.