AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 26, 2002

REGISTRATION NO. 333-_________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ESCALON MEDICAL CORP.
(Exact name of registrant as specified in its charter)

Pennsylvania 33-0272839
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

351 East Conestoga Road
Wayne, Pennsylvania 19087
(Address of Principal Executive Offices) (Zip Code)

ESCALON MEDICAL CORP.
AMENDED AND RESTATED
1999 EQUITY INCENTIVE PLAN
(Full title of plan)

Richard J. DePiano
Chairman and Chief Executive Officer
Escalon Medical Corp.
351 East Conestoga Road
Wayne, Pennsylvania 19087
(Name and address of agent for service)

(610) 688-6830
(Telephone number, including area code,
of agent for service)

Copy to:
Kathleen M. Shay, Esquire
Duane Morris LLP
4200 One Liberty Place
Philadelphia, Pennsylvania 19103-7396

CALCULATION OF REGISTRATION FEE

Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered Registered(1) price per share(2) offering price(2) registration fee
- ------------------------------------------------------------------------------------------------

Common Stock,
par value $.001 200,000 shares $2.34 $468,000.00 $43.06

(1) This registration statement also registers such additional shares as may
be required to be issued under the Escalon Medical Corp. Amended and
Restated 1999 Equity Incentive Plan in the event of a stock dividend,
reverse stock split, split-up, reclassification and/or other similar
event.

(2) Pursuant to paragraph (h) of Rule 457, the proposed maximum offering price
per share and the proposed maximum aggregate offering price have been
computed on the basis of $2.34 per share, the average of the high and low
sales prices of the Common Stock of the Company on the Nasdaq Small Cap
Market on February 19, 2002, which is a day on which the Common Stock
traded that is within five business days prior to the date of filing.

INTRODUCTORY STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8

The shares being registered hereunder constitute an additional 200,000
shares of Common Stock of Escalon Medical Corp. (the "Company") reserved for
issuance under the Company's Amended and Restated 1999 Equity Incentive Plan
(the "Plan"). The 235,000 shares of the Company's Common Stock initially
reserved for issuance under the Plan were registered under the Securities Act of
1933 on Registration Statement No. 333-31138 on Form S-8. Subsequently, an
additional 200,000 shares of the Company's Common Stock were reserved for
issuance under the Plan and were registered under the Securities Act of 1933 on
Registration Statement No. 333-54980 on Form S-8. Pursuant to General
Instruction E to Form S-8, with respect to the registration of additional
securities hereunder for issuance under the Plan, the contents of the Company's
Registration Statement No. 333-31138 and the Company's Registration Statement
No. 333-54980 are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following material is incorporated herein by reference:

(a) The Annual Reports on Form 10-K of Escalon Medical Corp. (the
"Company") for each of the fiscal years ended June 30, 2001 and June 30, 2000 as
filed by the Company with the Securities and Exchange Commission (the
"Commission") on September 28, 2001 and September 28, 2000, respectively.

(b) The Company's Current Report on Form 8-K as filed by the Company with
the Commission on November 13, 2001.

(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001 as filed by the Company with the Commission on November 14,
2001.

(d) The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form 8-A filed by the Company with the
Commission on September 30, 1993 under the Securities and Exchange Act of 1934,
as amended (the "Exchange Act").

All reports or other documents filed pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement, in each case filed by the Company prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such reports and documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for the purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document, which also is or is deemed to be incorporated
herein by reference, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

The validity of the issuance of the shares of Common Stock registered
hereby will be passed upon for the Company by Duane Morris LLP, Philadelphia,
Pennsylvania. As of January 17, 2002, attorneys of Duane Morris LLP who have
recently provided substantive legal services to the Company owned 45,841 shares
of the Company's outstanding Common Stock.

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ITEM 8. EXHIBITS.

4.1 Escalon Medical Corp. Amended and Restated 1999 Equity Incentive
Plan. (Incorporated by reference to Exhibit 10.14 to the Company's
Form 10-Q Quarterly Report for the quarter ended September 30, 2001
that was filed with the Commission on November 14, 2001.)

5 Opinion of Duane Morris LLP.

23.1 Consent of Duane Morris LLP (included in its opinion filed as
Exhibit 5).

23.2 Consent of Parente Randolph, LLC.

24 Power of Attorney (included on the signature pages hereto).

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Wayne, Pennsylvania on February 12, 2002.

ESCALON MEDICAL CORP.

By: /s/ Richard J. DePiano
------------------------------------
Richard J. DePiano
Chairman and Chief Executive Officer

Know all men by these presents, that each person whose signature appears
below constitutes and appoints Richard J. DePiano and Harry M. Rimmer, and each
or either of them, as such person's true and lawful attorneys-in-fact and
agents, with full power of substitution, for such person, and in such person's
name, place and stead, in any and all capacities to sign any or all amendments
or post-effective amendments to this Registration Statement, and to file same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.

Signature Title Date
- --------- ----- ----

/s/ Richard J. DePiano Chairman and Chief Executive February 12, 2002
- -------------------------- Officer and a Director (principal
Richard J. DePiano executive officer)

/s/ Harry M. Rimmer Vice President - Corporate February 12, 2002
- -------------------------- Development and Finance
Harry M. Rimmer (principal financial and
accounting officer)

/s/ Jay L. Federman, M.D. Director February 12, 2002
- --------------------------
Jay L. Federman, M.D.

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Signature Title Date
- --------- ----- ----

/s/ Fred G. Choate Director February 12, 2002
- --------------------------
Fred G. Choate

Director February 12, 2002
- --------------------------
William Kwan

Director February 12, 2002
- --------------------------
Jeffrey F. O'Donnell

/s/ Anthony Coppola Director February 12, 2002
- --------------------------
Anthony Coppola

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EXHIBIT INDEX

(PURSUANT TO ITEM 601 OF REGULATION S-K)

EXHIBIT NO. EXHIBIT REFERENCE
- ----------- ------- ---------

4.1 Escalon Medical Corp. Amended and Restated *
1999 Equity Incentive Plan.

5 Opinion of Duane Morris LLP. Filed herewith

23.1 Consent of Duane Morris LLP (included in its Filed herewith
opinion filed as Exhibit 5).

23.2 Consent of Parente Randolph, LLC Filed herewith

24 Power of Attorney (see page II-2 of this Filed herewith
Registration Statement).

- ----------

* Incorporated by reference to Exhibit 10.14 to the Company's Form 10-Q
Quarterly Report for the quarter ended September 30, 2001 that was filed
with the Commission on November 14, 2001.

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