1


                                  UNITED STATES


                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549


                                   ----------

                                    FORM 10-Q


              [X] Quarterly Report Pursuant to Section 13 or 15(d)
                 of the Securities Exchange Act of 1934 for the
                             quarterly period ended
                                  June 30, 2001

                                       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 No. 000-30109

                                   ----------

                               LUMINEX CORPORATION
             (Exact name of registrant as specified in its charter)


              DELAWARE                                         74-2747608
    (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                        Identification No.)


 12212 TECHNOLOGY BLVD., AUSTIN, TEXAS                            78727
(Address of principal executive offices)                       (Zip Code)

                                 (512) 219-8020
              (Registrant's telephone number, including area code)

                                   ----------

         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 [ ]

         There were 28,369,410 shares of the Company's Common Stock, par value
$.001 per share, outstanding on August 10, 2001.


   2

                                     INDEX


<Table>
<Caption>
                                                                                                            Page
                                                                                                            ----
                                                                                                         
PART I.  FINANCIAL INFORMATION

      Item 1. Financial Statements (unaudited)

              Condensed Consolidated Balance Sheets as of June 30, 2001 and
                  December 31, 2000 ......................................................................    1

              Condensed Consolidated Statements of Operations for the three and six months ended
                  June 30, 2001 and 2000..................................................................    2

              Condensed Consolidated Statements of Cash Flows for the six months ended
                  June 30, 2001 and 2000..................................................................    3

              Notes to Condensed Consolidated Financial Statements........................................    4

              Independent Accountants' Review Report......................................................    6

      Item 2. Management's Discussion and Analysis of Financial Condition
                  and Results of Operations...............................................................    7

              Factors That May Affect Future Results......................................................   10

      Item 3. Quantitative and Qualitative Disclosure about Market Risk...................................   17


PART II.  OTHER INFORMATION

      Item 2. Change in Securities and Use of Proceeds....................................................   18

      Item 4. Submission of Matters to a Vote of Security Holders.........................................   18

      Item 6. Exhibits and Reports on Form 8-K............................................................   18


SIGNATURES................................................................................................   19

</Table>


                                       i
   3

                                     PART I

ITEM 1. FINANCIAL STATEMENTS

                               LUMINEX CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

<Table>
<Caption>

                                     ASSETS
                                                                              June 30,            December 31,
                                                                                2001                  2000
                                                                            -----------           ------------
                                                                            (unaudited)
                                                                                            
Current assets:
              Cash and cash equivalents ...................................  $  46,907            $   7,106
              Short-term investments ......................................     14,385               66,521
              Accounts receivable, net ....................................      4,634                3,085
              Inventories .................................................      5,158                2,408
              Other .......................................................      1,392                1,739
                                                                             ---------            ---------
                          Total current assets ............................     72,476               80,859

              Property and equipment, net .................................      3,572                2,770
              Notes receivable - related parties ..........................        439                   39
                                                                             ---------            ---------
                          Total assets ....................................  $  76,487            $  83,668
                                                                             =========            =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
              Accounts payable ............................................  $   1,438            $   2,741
              Accrued liabilities .........................................        936                  673
              Deferred revenue ............................................        698                  666
                                                                             ---------            ---------
                          Total current liabilities .......................      3,072                4,080

Long-term deferred revenue ................................................        600                  900
                                                                             ---------            ---------
                          Total liabilities ...............................      3,672                4,980

Stockholders' equity:
              Common stock ................................................         28                   28
              Additional paid-in capital ..................................    117,602              115,651
              Deferred stock compensation .................................     (1,035)              (1,529)
              Accumulated deficit .........................................    (43,780)             (35,462)
                                                                             ---------            ---------
                          Total stockholders' equity ......................     72,815               78,688
                                                                             ---------            ---------
                          Total liabilities and stockholders' equity ......  $  76,487            $  83,668
                                                                             =========            =========
</Table>



See Independent Accountants' Review Report.

                                       1
   4


                               LUMINEX CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share amounts)


<Table>
<Caption>
                                                               Three Months Ended             Six Months Ended
                                                                     June 30,                     June 30,
                                                             -----------------------       -----------------------
                                                               2001           2000           2001           2000
                                                             --------       --------       --------       --------
                                                                   (unaudited)                   (unaudited)
                                                                                              
Revenue:
              Product .................................      $  4,489       $  1,394       $  8,084       $  2,784
              Grant ...................................           223             --            492             --
                                                             --------       --------       --------       --------
                          Total revenue ...............         4,712          1,394          8,576          2,784
              Cost of product revenue .................         3,918            985          6,528          1,708
                                                             --------       --------       --------       --------
                          Gross profit ................           794            409          2,048          1,076

Operating expenses:
              Research and development ................         1,806          2,408          4,638          3,741
              Selling, general and administrative .....         4,134          2,846          7,584          4,903
                                                             --------       --------       --------       --------
                          Total operating expenses ....         5,940          5,254         12,222          8,644

Loss from operations ..................................        (5,146)        (4,845)       (10,174)        (7,568)
              Interest income .........................           777          1,201          1,856          1,313
                                                             --------       --------       --------       --------
Net loss ..............................................      $ (4,369)      $ (3,644)      $ (8,318)      $ (6,255)
                                                             ========       ========       ========       ========

Net loss per share, basic and diluted .................      $  (0.15)      $  (0.13)      $  (0.30)      $  (0.31)
                                                             ========       ========       ========       ========
Shares used in computing net loss
     per share, basic and diluted .....................        28,258         27,006         28,079         20,206
</Table>



See Independent Accountants' Review Report.


                                       2

   5


                               LUMINEX CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<Table>
<Caption>
                                                                               Six Months Ended
                                                                                   June 30,
                                                                          -------------------------
                                                                            2001             2000
                                                                          --------         --------
                                                                                 (unaudited)
                                                                                     
Operating activities:
              Net loss ...........................................        $ (8,318)        $ (6,255)
              Adjustments to reconcile net loss to net cash
                   used in operating activities:
                          Depreciation and amortization ..........             751              380
                          Stock compensation .....................             478            2,080
              Changes in operating assets and liabilities:
                          Accounts receivable ....................          (1,549)              95
                          Inventories ............................          (2,750)            (623)
                          Other ..................................             347             (970)
                          Accounts payable .......................          (1,303)             505
                          Accrued liabilities ....................             263               23
                          Deferred revenue .......................            (268)             752
                                                                          --------         --------
Net cash used in operating activities ............................         (12,349)          (4,013)
                                                                          --------         --------
Investing activities:
              Net maturities of short-term investments ...........          52,136          (46,006)
              Purchase of property and equipment .................          (1,553)            (951)
              Notes receivable - related parties .................            (400)             (74)
                                                                          --------         --------
Net cash provided by (used in) investing activities ..............          50,183          (47,031)
                                                                          --------         --------
Financing activities:
              Proceeds from issuance of common stock .............           1,967           77,738
              Stock issuance costs ...............................              --           (1,241)
                                                                          --------         --------
Net cash provided by financing activities ........................           1,967           76,497
                                                                          --------         --------

Increase in cash and cash equivalents ............................          39,801           25,453
Cash and cash equivalents, beginning of period ...................           7,106            4,083
                                                                          --------         --------
Cash and cash equivalents, end of period .........................        $ 46,907         $ 29,536
                                                                          ========         ========
Supplemental disclosure of noncash activities:
              Conversion of preferred stock ......................        $     --         $ 28,946
              Accrued stock issuance cost ........................        $     --         $     18
</Table>



See Independent Accountants' Review Report.

                                       3


   6


                               LUMINEX CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1--BASIS OF PRESENTATION

         The accompanying unaudited condensed consolidated financial statements
have been prepared by Luminex Corporation (the "Company") in accordance with
accounting principles generally accepted in the United States for interim
financial information and the rules and regulations of the Securities and
Exchange Commission. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements. The consolidated financial statements
include the accounts of Luminex Corporation and its wholly-owned subsidiaries.
All significant intercompany accounts and transactions have been eliminated in
consolidation. In the opinion of management, all adjustments (consisting of
normal recurring entries) considered necessary for a fair presentation have been
included. Operating results for the three and six months ended June 30, 2001 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2001. These financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Form 10-K for the year ended December 31, 2000.

NOTE 2--INVENTORIES

         Inventories consisted of the following (in thousands):

<Table>
<Caption>

                                              June 30,    December 31,
                                                2001          2000
                                              --------    ------------
                                                    
Parts and supplies ..........................  $4,531        $2,002
Work-in-progress and finished goods .........     627           406
                                               ------        ------
                                               $5,158        $2,408
                                               ======        ======
</Table>


NOTE 3--NOTES RECEIVABLE - RELATED PARTIES

         Notes receivable - related parties at June 30, 2001, consisted of notes
from two officers of the Company. In connection with the relocation and
employment of an officer, the Company received a promissory note in the amount
of $400,000, secured by mortgaged real property. The promissory note is
non-interest bearing and is due on the earlier of (i) the termination of the
officer or (ii) May 9, 2011. Contingent upon the continued employment of the
officer, beginning October 2, 2001, the principal amount will be forgiven to the
extent of $50,000 each year until October 2, 2004, for a total possible
reduction of $200,000.

NOTE 4--NET LOSS PER SHARE

         In accordance with Statement of Financial Accounting Standards No. 128,
Earnings Per Share, basic and diluted net loss per share is computed by dividing
the net loss for the period by the weighted average number of common shares
outstanding during the period.

         The Company has excluded all potentially dilutive securities such as
convertible preferred stock, outstanding stock options and outstanding warrants
to purchase common stock from the calculation of diluted loss per common share
because such securities are anti-dilutive due to the Company's net loss for all
periods presented. The total shares excluded from the calculations of diluted
net loss per share, prior to application of the treasury stock method for
options and warrants, were 3,800,960 and 3,993,234 for the three and six months
ended June 30, 2001, respectively, and 3,614,270 and 11,997,450 for the three
and six months ended June 30, 2000, respectively.

         Pro forma net loss per share amounts have been computed as described
above and give effect to common equivalent shares arising from preferred stock
that automatically converted upon the April 3, 2000 closing of the Company's
initial public offering as if the preferred shares had converted at the original
date of issuance.


See Independent Accountants' Review Report.



                                       4
   7


                               LUMINEX CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

NOTE 4--NET LOSS PER SHARE (CONTINUED)

         The following is a reconciliation of the numerator and denominator of
basic and diluted net loss per share (in thousands, except per share amounts):

<Table>
<Caption>
                                                                          Three Months Ended             Six Months Ended
                                                                               June 30,                      June 30,
                                                                        -----------------------       -----------------------
                                                                          2001           2000           2001           2000
                                                                        --------       --------       --------       --------
                                                                                                         
Basic and diluted:
Net loss .........................................................      $ (4,369)      $ (3,644)      $ (8,318)      $ (6,255)

Weighted average shares of common stock outstanding ..............        28,258         27,006         28,079         20,206

Net loss per share, basic and diluted ............................      $  (0.15)      $  (0.13)      $  (0.30)      $  (0.31)
                                                                        ========       ========       ========       ========

Net loss per share, basic and diluted:
    Shares used above ............................................        28,258         27,006         28,079         20,206
    Add:  Pro forma adjustment to reflect weighted average effect
          of assumed conversion of preferred stock ...............            --             --             --          4,336
                                                                        --------       --------       --------       --------
    Shares used in computing basic and diluted pro forma net loss
          per share, basic and diluted pro forma .................        28,258         27,006         28,079         24,542

    Net loss per share, basic and diluted pro forma ..............      $  (0.15)      $  (0.13)      $  (0.30)      $  (0.25)
                                                                        ========       ========       ========       ========
</Table>


NOTE 5--STOCKHOLDERS' RIGHTS PLAN

         On June 20, 2001, the Company's Board of Directors declared a dividend
of one right for each outstanding share of the Company's common stock to
stockholders of record at the close of business on July 2, 2001. Each right
entitles the registered holder to purchase from the Company a unit consisting of
one one-hundredth of a share of Series A Junior Participating Preferred Stock,
par value $.001 per share, at a purchase price of $100 per fractional share,
subject to adjustment.



                                       5
   8


                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT



To The Board of Directors of
Luminex Corporation

         We have reviewed the accompanying condensed consolidated balance sheet
of Luminex Corporation as of June 30, 2001, and the related condensed
consolidated statements of operations for the three and six months ended June
30, 2001 and 2000, and the related condensed consolidated statements of cash
flows for the six months ended June 30, 2001 and 2000. These financial
statements are the responsibility of the Company's management.

         We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States,
which will be performed for the full year with the objective of expressing an
opinion regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.

         Based on our review, we are not aware of any material modifications
that should be made to the accompanying financial statements at June 30, 2001,
and for the three and six month periods ended June 30, 2001 and 2000, for them
to be in conformity with accounting principles generally accepted in the United
States.

         We have previously audited in accordance with auditing standards
generally accepted in the United States, the consolidated balance sheet of
Luminex Corporation as of December 31, 2000, and the related consolidated
statements of operations, stockholders' equity, and cash flows for the year then
ended [not presented herein] and in our report dated January 26, 2001, we
expressed an unqualified opinion on those financial statements. In our opinion,
the information set forth in the accompanying condensed consolidated balance
sheet as of December 31, 2000, is fairly stated, in all material aspects, in
relation to the consolidated balance sheet from which it has been derived.


                                             /s/ Ernst & Young LLP

Austin, Texas
July 19, 2001


                                       6
   9


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

         The following information should be read in conjunction with the
condensed consolidated financial statements and the accompanying notes included
in Item 1 of this report, our Form 10-K for the year ended December 31, 2000 and
"Factors That May Affect Future Results" in this report.

SAFE HARBOR CAUTIONARY STATEMENT

         All statements in this report that do not discuss past results are
forward-looking statements. Generally, the words "believe," "expect," "intend,"
"estimate," "anticipate," "will" and similar expressions identify
forward-looking statements. All statements which address our outlook for our
businesses and their respective markets, such as projections of future
performance, statements of management's plans and objectives, forecasts of
market trends and other matters are forward-looking statements. It is important
to note that our actual results or performance could differ materially from
those projected in such forward-looking statements. Forward-looking statements
are based on management's current expectations and are therefore subject to
certain risks and uncertainties, including those discussed under the section
titled "Factors That May Affect Future Results" included in this report.
Specific uncertainties which could cause our actual results to differ materially
from those projected include risks and uncertainties relating to market demand
for and acceptance of our products, our dependence on strategic partners for
development and distribution of products, competition, our ability to scale-up
manufacturing operations, potential shortages of components and the timing and
content of regulatory approvals and rulings. We expressly disclaim any intent,
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this report to reflect any change in our
expectations with regard to such statements or any change in events, conditions
or circumstances on which any such statements are based.

OVERVIEW

         Since inception, we have incurred significant losses and, as of June
30, 2001, we had an accumulated deficit of $43.8 million. Our limited operating
history makes accurate predictions of future operations difficult or impossible.
Moreover, we anticipate that our quarterly results of operations will fluctuate
for the foreseeable future due to several factors, including the rate of market
acceptance of current and new products, the timing of the introduction by our
strategic partners of commercial products based on our technology, the timing of
regulatory approvals, our ability to scale up manufacturing operations and avoid
component shortages, the introduction of new products by our competitors, the
timing and extent of our research and development efforts and the timing of
significant orders.

         Our ability to achieve sustained profitability will depend upon our
ability to continue to enter into strategic partnerships with companies that
will develop and market products incorporating our technology and market and
distribute our systems and consumables. Certain of our strategic partners
develop application-specific bioassay kits for use on our systems that they sell
to their customers generating royalties for us. Other strategic partners perform
testing services for third parties using our technology that also result in
royalties for us. Some strategic partners buy our products and then resell those
products to their customers. Through June 30, 2001, we have entered into
strategic partnerships with 29 companies.

         Revenue on sales of our products is recognized when persuasive evidence
of an agreement exists, delivery has occurred, the fee is fixed and
determinable, and collectibility is probable. Generally, these criteria are met
at the time our product is shipped. We expect that each system's sale will
generate a recurring revenue stream from the sale of consumable products. In
addition, we expect to generate royalty revenue from some of our strategic
partners as they sell products incorporating our technology or provide testing
services to third parties using our technology.

         Cost of product revenue consists of direct and indirect instrument and
reagent manufacturing, quality control, training, field service, customer
service and warranty costs. Our operating expenses have consisted primarily of
costs incurred in research and development, manufacturing scale-up and business
development and from general and administrative costs associated with our
operations. We expect our research and development expenses for each of the next
two quarters to approximate our second quarter spending level. Our selling and


                                       7
   10
marketing expenses will increase as we continue to commercialize our products,
and general and administrative expenses will increase as we add personnel and
expand our facilities.

         Deferred stock compensation represents the difference between the
deemed fair value of our common stock and the exercise price of options or
warrants or the fair market value of restricted stock grants. For options and
restricted stock granted to employees and directors, this difference is
calculated as of the grant date and amortized ratably over the vesting period.
For options or warrants granted to consultants, the difference is recognized as
of the vesting date with adjustments made to the recognized deferred
compensation amount up and until that time based on the market value of our
common stock. As a result of stock options, warrants and restricted stock
grants, we recorded $244,000 and $1.3 million in deferred stock compensation
expense for the three months ended June 30, 2001 and 2000, respectively, and
$478,000 and $2.1 million in deferred stock compensation expense for the six
months ended June 30, 2001 and 2000, respectively. Total unamortized deferred
stock compensation as of June 30, 2001 was $1.0 million.

         Total deferred revenue as of June 30, 2001 was $1.3 million and
consisted of (i) payments received for sales to customers with rights of return
that had not yet expired, (ii) upfront payments from strategic partners to be
used for the purchase of instruments or to be applied towards future royalty
payments and (iii) payments received for service, maintenance and training
revenue not yet earned. Upfront payments from our strategic partners are
nonrefundable and will be recognized as revenue as our strategic partners
purchase systems or apply such amounts against royalty payments or instrument
purchases.


RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THREE MONTHS ENDED JUNE 30, 2000

         Revenue. Product revenue increased 222% to $4.5 million for the three
months ended June 30, 2001. The increase was primarily attributable to increased
sales of Luminex 100 systems and peripheral components, as well as increased
consumable sales. During the second quarter of 2001, we placed 174 Luminex 100
systems, 1 HTS system, 107 Luminex XY Platforms and 91 SD units compared with 51
Luminex 100 systems, 46 XY Platforms and no HTS systems or SD units placed in
the second quarter of 2000. Consumable sales increased by 282% to $711,000,
which is attributable to the increase in the installed base of Luminex 100
systems.

         Included in the three months ended June 30, 2001 is $223,000 of revenue
associated with a government grant. The original government grant was reinstated
July 1, 2000 with a new joint venture partner after being temporarily suspended
in September of 1999. On July 1, 2001, the reinstated grant was suspended due to
the withdrawal of the new joint venture partner. As a result, we do not expect
to realize any further grant revenue in future periods.

         A breakdown of revenue for the three months ended June 30, 2001 and
2000 is as follows (in thousands):

<Table>
<Caption>
                                    Three Months Ended
                                         June 30,
                                    ------------------
                                     2001        2000
                                    ------      ------
                                          
System sales .................      $3,502      $1,184
Consumable sales .............         711         186
Grant revenue ................         223          --
Other revenue ................         276          24
                                    ------      ------
       Total revenue .........      $4,712      $1,394
                                    ======      ======
</Table>

         Gross Profit. Gross profit increased by 94% to $794,000 for the three
months ended June 30, 2001. Gross margin (gross profit as a percentage of total
revenue) decreased from 29% for the three months ended June 30, 2000 to 17% for
the three months ended June 30, 2001. The decrease in gross margin was primarily
attributable to lower average selling prices of our systems, resulting from
discounted sales to early adopting strategic partners.



                                       8
   11
         Research and Development Expense. Research and development expenses
decreased 25% to $1.8 million for the three months ended June 30, 2001. The
decrease was attributable to several factors, including decreased consumption of
parts and supplies of $416,000 and decreased stock compensation expense of
$369,000 which was offset by increased personnel cost of $140,000 due to an
increased number of employees.

         Selling, General and Administrative Expense. Selling, general and
administrative expenses increased by 45% to $4.1 million for the three months
ended June 30, 2001. The increase was attributable to several factors, including
(i) increased personnel costs of $786,000 due to growth in employment, (ii)
increased professional expenses of $477,000 including marketing activities,
(iii) increased corporate insurance costs of $293,000 and (iv) increased sales
and marketing expenses, including travel and entertainment, of $238,000 incurred
to support business development activities. These increases were partially
offset by a $682,000 reduction of non-cash stock compensation expenses.

         Interest Income. Interest income decreased by 35% to $777,000 for the
three months ended June 30, 2001. The decrease was attributable to a decrease in
the average cash and short-term investment balances, resulting from increased
operating expenses, and a lower yield on the investment balances.

SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO SIX MONTHS ENDED JUNE 30, 2000

         Revenue. Product revenue increased 190% to $8.1 million for the six
months ended June 30, 2001. The increase was primarily attributable to increased
sales of Luminex 100 systems and peripheral components, as well as increased
consumable sales. During the first six months of 2001, we placed 289 Luminex 100
systems, 2 HTS systems, 197 Luminex XY Platforms and 115 SD units compared with
87 Luminex 100 systems, 109 XY Platforms and no HTS systems or SD units placed
in the first six months of 2000. Consumable sales increased by 288% to $1.3
million, which is attributable to the increase in the installed base of Luminex
100 systems.

         Included in the six months ended June 30, 2001 is $492,000 of revenue
associated with a government grant. The original government grant was reinstated
July 1, 2000 with a new joint venture partner after being temporarily suspended
in September of 1999. On July 1, 2001, the reinstated grant was suspended due to
the withdrawal of the new joint venture partner. As a result, we do not expect
to realize any further grant revenue in future periods.

         A breakdown of revenue for the six months ended June 30, 2001 and 2000
is as follows (in thousands):

<Table>
<Caption>

                                     Six Months Ended
                                         June 30,
                                    ------------------
                                     2001        2000
                                    ------      ------
                                          
System sales .................      $6,287      $2,362
Consumable sales .............       1,339         345
Grant revenue ................         492          --
Other revenue ................         458          77
                                    ------      ------
       Total revenue .........      $8,576      $2,784
                                    ======      ======
</Table>


         Gross Profit. Gross profit increased by 90% to $2.0 million for the six
months ended June 30, 2001. Gross margin (gross profit as a percentage of total
revenue) decreased from 39% for the six months ended June 30, 2000 to 24% for
the six months ended June 30, 2001. The decrease in gross margin was primarily
attributable to lower average selling prices of our systems, resulting from
discounted sales to early adopting strategic partners.



                                       9
   12

         Research and Development Expense. Research and development expenses
increased 24% to $4.6 million for the six months ended June 30, 2001. The
increase was attributable to several factors, including (i) increased personnel
cost of $580,000 due to an increased number of employees and (ii) increased
consumption of parts and supplies of $532,000 related to the development of new
products. These increases in research and development expenses were partially
offset by a $451,000 reduction of non-cash stock compensation expense.

         Selling, General and Administrative Expense. Selling, general and
administrative expenses increased by 55% to $7.6 million for the six months
ended June 30, 2001. The increase was attributable to several factors, including
(i) increased personnel costs of $1.6 million due to growth in employment, (ii)
increased professional expenses of $877,000, (iii) increased corporate insurance
costs of $742,000 and (iv) increased sales and marketing expenses including
travel and entertainment of $476,000 incurred to support business development
activities. These increases were partially offset by a $1.2 million reduction of
non-cash stock compensation expenses.

         Interest Income. Interest income increased by 41% to $1.9 million for
the six months ended June 30, 2001. The increase was attributable to an increase
in the average cash and short-term investment balances, resulting from
investment of the net proceeds of our initial public offering received in April
2000.

LIQUIDITY AND CAPITAL RESOURCES

         We have funded our operations to date primarily through the issuance of
equity securities. At June 30, 2001, we held cash, cash equivalents and
short-term investments of $61.3 million and had working capital of $69.4
million. At December 31, 2000, we held cash, cash equivalents and short-term
investments of $73.6 million. Our cash reserves are held directly or indirectly
in a variety of short-term, interest-bearing instruments, including obligations
of the United States government or agencies thereof and U.S. corporate debt
securities.

         Cash used in operations was $12.3 million for the six months ended June
30, 2001, compared with $4.0 million for the six months ended June 30, 2000.
Purchases of property and equipment for the six months ended June 30, 2001
totaled $1.6 million, compared with $1.0 million for the six months ended
June 30, 2000.

         Our future capital requirements will depend on a number of factors,
including our success in developing and expanding markets for our products,
payments under possible future strategic arrangements, continued progress of our
research and development of potential products, the timing and outcome of
regulatory approvals, the costs involved in preparing, filing, prosecuting,
maintaining, defending and enforcing patent claims and other intellectual
property rights, the need to acquire licenses to new technology and the status
of competitive products. We believe that our existing cash, cash equivalents and
short term-investments will be sufficient to fund our operating expenses and
capital equipment requirements through at least June 30, 2002.

         We have no credit facility or other committed sources of capital. To
the extent capital resources are insufficient to meet future capital
requirements, we will have to raise additional funds. There can be no assurance
that additional funds will be available on favorable terms, if at all. To the
extent that additional capital is raised through the sale of equity or
convertible debt securities, the issuance of those securities could result in
dilution to our stockholders. Moreover, incurring debt financing could result in
a substantial portion of our operating cash flow being dedicated to the payment
of principal and interest on such indebtedness, could render us more vulnerable
to competitive pressures and economic downturns and could impose restrictions on
our operations. If adequate funds are not available, we may be required to
curtail operations significantly or to obtain funds through entering into
agreements on unattractive terms.


FACTORS THAT MAY AFFECT FUTURE RESULTS

IF OUR TECHNOLOGY AND PRODUCTS DO NOT BECOME WIDELY USED IN THE LIFE SCIENCES
INDUSTRY, IT IS UNLIKELY THAT WE WILL EVER BECOME PROFITABLE.

         Life sciences companies have historically conducted biological tests
using a variety of technologies, including bead-based analysis. However,
compared to certain other technologies, our LabMAP(TM) technology is new and
relatively unproven, and the use of our technology by life sciences companies is
limited. The commercial success of our technology will depend upon its
widespread adoption as a method to perform bioassays. In order to


                                       10
   13

be successful, we must convince potential customers to utilize our system
instead of competing technologies. Market acceptance will depend on many
factors, including our ability to:

o        convince prospective strategic partners and customers that our
         technology is an attractive alternative to other technologies for
         pharmaceutical, research, clinical and biomedical testing and analysis;

o        manufacture products in sufficient quantities with acceptable quality
         and at an acceptable cost; and

o        place and service sufficient quantities of our products.

         Because of these and other factors, our products may not gain
sufficient market acceptance to achieve profitability.

OUR BUSINESS PLAN MAY NOT SUCCEED UNLESS WE ESTABLISH MEANINGFUL AND SUCCESSFUL
RELATIONSHIPS WITH OUR STRATEGIC PARTNERS.

         Our strategy for the development and commercialization of our LabMAP
technology is highly dependent on our ability to establish successful strategic
relationships with a number of partners. Our ability to enter into agreements
with additional partners depends in part on convincing them that our technology
can help achieve and accelerate their goals or efforts. We will expend
substantial funds and management efforts with no assurance that any additional
strategic relationships will result. We cannot assure you that we will be able
to negotiate additional strategic agreements in the future on acceptable terms,
if at all, or that current or future partners will not pursue or develop
alternative technologies either on their own or in collaboration with others.
Some of the companies we are targeting as strategic partners offer products
competitive with our LabMAP technology, which may hinder or prevent strategic
relationships. Termination of strategic relationships, or the failure to enter
into a sufficient number of additional agreements on favorable terms, could
reduce sales of our products, lower margins on our products and limit the
creation of market demand and acceptance.

         Our business plan contemplates that a significant portion of our future
revenues will come from sales of our systems and the development and sale of
bioassay kits utilizing our technology by our strategic partners and from use of
our technology by our strategic partners in performing services offered to third
parties. We believe that our strategic partners will have economic incentives to
develop and market these products, but we cannot predict future sales and
royalty revenues because our existing strategic partner agreements do not
include minimum purchase requirements. In addition, we do not have the right or
ability to provide incentives to our strategic partners' sales personnel to sell
products based on LabMAP technology or to control the timing of the release of
products by our strategic partners. The amount of these revenues will depend on
a variety of factors that are outside our control, including the amount and
timing of resources that current and future strategic partners devote to develop
and market products incorporating our technology. Further, the development and
marketing of certain bioassay kits will require our strategic partners to obtain
governmental approvals, which could delay or prevent their commercialization
efforts. If our current or future strategic partners do not successfully develop
and market products based on our technology and obtain necessary government
approvals, our revenues from product sales and royalties will be significantly
reduced.

THE LIFE SCIENCES INDUSTRY IS HIGHLY COMPETITIVE AND SUBJECT TO RAPID
TECHNOLOGICAL CHANGE AND WE MAY NOT HAVE THE RESOURCES NECESSARY TO SUCCESSFULLY
COMPETE.

         We compete with companies in the United States and abroad that are
engaged in the development and production of similar products. We will continue
to face intense competition from existing competitors as well as other companies
seeking to develop new technologies. Many of our competitors have access to
greater financial, technical, scientific, research, marketing, sales,
distribution, service and other resources than we do. These companies may
develop technologies that are superior alternatives to our technologies or may
be more effective at commercializing their technologies in products.

         The life sciences industry is characterized by rapid and continuous
technological innovation. We may need to develop new technologies for our
products to remain competitive. Our present or future products could be rendered
obsolete or uneconomical by technological advances by one or more of our current
or future competitors.



                                       11
   14

In addition, the introduction or announcement of new products by us or by others
could result in a delay of or decrease in sales of existing products, as
customers evaluate these new products. Our future success will depend on our
ability to compete effectively against current technologies as well as to
respond effectively to technological advances.

THE INTELLECTUAL PROPERTY RIGHTS WE RELY UPON TO PROTECT THE TECHNOLOGY
UNDERLYING OUR PRODUCTS MAY NOT BE ADEQUATE, WHICH COULD ENABLE THIRD PARTIES TO
USE OUR TECHNOLOGY OR VERY SIMILAR TECHNOLOGY AND COULD REDUCE OUR ABILITY TO
COMPETE IN THE MARKET.

         Our success will depend on our ability to obtain, protect and enforce
patents on our technology and to protect our trade secrets. Any patents we own
may not afford meaningful protection for our technology and products. Others may
challenge our patents and, as a result, our patents could be narrowed,
invalidated or rendered unenforceable. In addition, our current and future
patent applications may not result in the issuance of patents in the United
States or foreign countries. Competitors may develop products similar to ours
that are not covered by our patents. Further, there is a substantial backlog of
patent applications at the U.S. Patent and Trademark Office, and the approval or
rejection of patent applications may take several years.

         We have obtained and filed a number of patents in the United States on
various aspects and applications of our technology and have pending applications
in certain foreign jurisdictions. In Japan, due to a procedural omission by our
previous patent counsel, we are unable to obtain patent protection for our
method of "real time" detection and quantification of multiple analyses from a
single sample similar to the protection we have obtained in the United States,
although we are pursuing patent protection in Japan for other aspects of our
technology. As a result, we may not be able to prevent competitors from
developing and marketing technologies similar to our LabMAP technology in Japan.

         We require our employees and consultants to execute confidentiality
agreements. However, we cannot guarantee that these agreements will provide us
with adequate protection against improper use or disclosure of confidential
information. In addition, in some situations, these agreements may conflict
with, or be subject to, the rights of third parties with whom our employees,
consultants or advisors have prior employment or consulting relationships.
Further, others may independently develop substantially equivalent proprietary
information and techniques, or otherwise gain access to our trade secrets. Our
failure to protect our proprietary information and techniques may inhibit or
limit our ability to exclude certain competitors from the market.

         In order to protect or enforce our patent rights, we may have to
initiate legal proceedings against third parties, such as infringement suits or
interference proceedings. These legal proceedings could be expensive, take
significant time and divert management's attention from other business concerns.
If we lose, we may lose the benefit of some of our intellectual property rights,
the loss of which may inhibit or remove our ability to exclude certain
competitors from the market. We may also provoke these third parties to assert
claims against us. The patent position of companies like ours generally is
highly uncertain, involves complex legal and factual questions, and has recently
been the subject of much litigation. No consistent policy has emerged from the
U.S. Patent and Trademark Office or the courts regarding the breadth of claims
allowed or the degree of protection afforded under patents like ours.

OUR SUCCESS WILL DEPEND PARTLY ON OUR ABILITY TO OPERATE WITHOUT INFRINGING ON
OR MISAPPROPRIATING THE PROPRIETARY RIGHTS OF OTHERS.

         We may be sued for infringing on the intellectual property rights of
others. In addition, we may find it necessary, if threatened, to initiate a
lawsuit seeking a declaration from a court that we do not infringe the
proprietary rights of others or that their rights are invalid or unenforceable.
Intellectual property litigation is costly, and, even if we prevail, the cost of
such litigation could affect our profitability. In addition, litigation is time
consuming and could divert management attention and resources away from our
business. If we do not prevail in any litigation, in addition to any damages we
might have to pay, we could be required to stop the infringing activity or
obtain a license. Any required license may not be available to us on acceptable
terms, or at all. In addition, some licenses may be nonexclusive, and therefore,
our competitors may have access to the same technology licensed to us. If we
fail to obtain a required license or are unable to design around a patent, we
may be unable to sell some of


                                       12
   15

our products, which could have a material adverse affect on our business,
financial condition and results of operations.

         We are aware of a European patent granted to Dr. Ioannis Tripatzis,
which covers certain testing agents and certain methods of their use. Dr.
Tripatzis has publicly stated his belief that his patent covers aspects of our
technology. This patent expires in 2004. We cannot assure you that a dispute
with Dr. Tripatzis will not arise or that any dispute with him will be resolved
in our favor.

WE HAVE ONLY PRODUCED OUR PRODUCTS IN LIMITED QUANTITIES AND WE MAY EXPERIENCE
PROBLEMS IN SCALING UP OUR MANUFACTURING OPERATIONS OR DELAYS OR COMPONENT
SHORTAGES THAT COULD LIMIT THE GROWTH OF OUR REVENUE.

         To date, we have produced our products in limited quantities compared
to the quantities necessary to achieve projected revenues. We may not be able to
produce sufficient quantities or maintain consistency between differing lots of
consumables. If we encounter difficulties in scaling up our manufacturing
operations due to, among other things, quality control and quality assurance and
component and raw material supplies, we will likely experience reduced sales of
our products, increased repair or re-engineering costs due to product returns
and defects and increased expenses due to switching to alternate suppliers, any
of which would reduce our revenues and gross margins.

         We presently outsource certain aspects of the assembly of our systems
to contract assemblers. In addition, certain key components of our product line
are currently purchased from a limited number of outside sources and may only be
available through a few sources. We do not have agreements with all of our
suppliers. Our reliance on our suppliers and contract assemblers exposes us to
risks including:

o        the possibility that one or more of our suppliers or our assemblers
         could terminate their services at any time without penalty;

o        the potential inability of our suppliers to obtain required components;

o        the potential delays and expenses of seeking alternate sources of
         supply or manufacturing services; and

o        reduced control over pricing, quality and timely delivery due to the
         difficulties in switching to alternate suppliers or assemblers.

         Consequently, in the event that supplies of components or work
performed by any of our assemblers are delayed or interrupted for any reason,
our ability to produce and supply our products could be impaired.

OUR NEWLY FORMED BIOINFORMATICS GROUP IS SUBJECT TO ADDITIONAL RISKS AND
UNCERTAINTIES.

         Our bioinformatics group seeks to identify associations among the
proteins in blood that cause disease. We intend to identify these associations
by testing different blood samples for a large number of protein markers. The
creation of this database will be dependent on our ability to obtain a
sufficient number of blood samples and related medical histories to permit the
observation of these associations. These blood samples may need to include
multiple samples from persons who developed diseases over the period of time
during which the samples were collected. In addition, we will need to create
large panels of bioassays to test the blood samples. To the extent we are unable
to obtain sufficient quantities of relevant blood samples and medical histories,
or cannot develop a large panel of bioassays to test the samples, we will not be
able to create the database or to produce meaningful information from it.

         If we encounter difficulties in developing the bioinformatics software
that will be used to analyze the database information or in maintaining the
database, our ability to identify useful information from the database will be
adversely affected. Our efforts to create the database and create algorithms to
analyze the information that will be contained in the database have only
recently begun. There can be no assurance that these efforts will be successful
or lead to useful scientific information. Our ability to attract customers for
any information that may be developed will be heavily dependent upon the
successful completion of the database and the analyses thereof within the
expected time frames. In addition, because our bioinformatics business will
require manipulating and analyzing


                                       13
   16

large amounts of data, we will be dependent on the continuous, effective,
reliable and secure operation of our computer hardware, software, networks and
related infrastructure. We expect that this database and the bioinformatics
software will be complex and sophisticated, and as such, could contain data,
design or software errors that could be difficult to detect and correct.

OUR SUCCESS WILL DEPEND ON OUR ABILITY TO ATTRACT AND TO RETAIN OUR MANAGEMENT
AND STAFF.

         We depend on the principal members of our management and scientific
staff, including our research and development, customer support, technical
service and sales staff. The loss of services of any of our key members of
management could delay or reduce our product development, sales and customer
support efforts. In addition, recruiting and retaining qualified scientific and
other personnel to perform research and development, customer support, technical
service and sales work will be critical to our success. There is a shortage in
our industry of qualified management and scientific personnel, and competition
for these individuals is intense. There can be no assurance that we will be able
to attract additional and retain existing personnel.

IF WE FAIL TO COMPLY WITH THE EXTENSIVE GOVERNMENTAL REGULATIONS THAT AFFECT OUR
BUSINESS, WE COULD BE SUBJECT TO ENFORCEMENT ACTIONS, INJUNCTIONS AND CIVIL AND
CRIMINAL PENALTIES THAT COULD DELAY OR PREVENT MARKETING OF OUR PRODUCTS.

         The production, labeling, distribution and marketing of our products
for some purposes and products based on our technology expected to be produced
by our strategic partners are subject to governmental regulation by the Food and
Drug Administration in the United States and by similar agencies in other
countries. Some of our products and products based on our technology expected to
be produced by our strategic partners for in vitro diagnostic purposes are
subject to approval or clearance by the FDA prior to marketing for commercial
use. To date, only one such approval or clearance has been obtained by our
strategic partners. The process of obtaining necessary FDA clearances or
approvals can be time-consuming, expensive and uncertain. Further, clearance or
approval may place substantial restrictions on the indications for which the
product may be marketed or to whom it may be marketed. In addition, we are also
required to comply with FDA requirements relating to laser safety.

         Approved or cleared products are subject to continuing FDA requirements
relating to quality control and quality assurance, maintenance of records and
documentation and labeling and promotion of medical devices. Our inability, or
the inability of our strategic partners, to obtain required regulatory approval
or clearance on a timely or acceptable basis could harm our business. In
addition, failure to comply with applicable regulatory requirements could
subject us or our strategic partners to enforcement action, including product
seizures, recalls, withdrawal of clearances or approvals, restrictions on or
injunctions against marketing our products or products based on our technology,
and civil and criminal penalties.

         Medical device laws and regulations are also in effect in many
countries outside the United States. These range from comprehensive device
approval requirements for some or all of our medical device products to requests
for product data or certifications. The number and scope of these requirements
are increasing. Failure to comply with applicable federal, state and foreign
medical device laws and regulations may harm our business, financial condition
and results of operations. We are also subject to a variety of other laws and
regulations relating to, among other things, environmental protection and work
place safety.

         Our bioinformatics group will also be subject to various governmental
regulations, which may delay or prohibit certain planned activities. Certain
biological testing has raised issues regarding confidentiality and the
appropriate uses of the resulting information. For example, concerns have been
expressed towards insurance carriers and employers using such tests to
discriminate on the basis of such information, resulting in barriers to the
acceptance of such tests by consumers. This could lead to governmental
authorities calling for limits on or regulation of the use of testing of the
type proposed to be performed. Such regulations would likely reduce the
potential markets for any products that might be developed.



                                       14
   17

IF WE BECOME SUBJECT TO PRODUCT LIABILITY CLAIMS, WE MAY BE REQUIRED TO PAY
DAMAGES THAT EXCEED OUR INSURANCE COVERAGE.

         Our business exposes us to potential product liability claims that are
inherent in the testing, production, marketing and sale of human diagnostic and
therapeutic products. While we believe that we are reasonably insured against
these risks, there can be no assurance that we will be able to obtain insurance
in amounts or scope sufficient to provide us with adequate coverage against all
potential liabilities. A product liability claim in excess of our insurance
coverage or a recall of one of our products would have to be paid out of our
cash reserves.

BECAUSE WE RECEIVE REVENUES PRINCIPALLY FROM LIFE SCIENCE COMPANIES, THE CAPITAL
SPENDING POLICIES OF THESE ENTITIES HAVE A SIGNIFICANT EFFECT ON THE DEMAND FOR
OUR PRODUCTS.

         Our customers include clinical diagnostic, pharmaceutical,
biotechnological, chemical and industrial companies, and the capital spending
policies of these companies can have a significant effect on the demand for our
products. These policies are based on a wide variety of factors, including
governmental regulation or price controls, the resources available for
purchasing research equipment, the spending priorities among various types of
analytical equipment and the policies regarding capital expenditures during
recessionary periods. Any decrease in capital spending by life sciences
companies could cause our revenues to decline and impact our profitability.

IF THIRD-PARTY PAYORS INCREASINGLY RESTRICT PAYMENTS FOR HEALTHCARE EXPENSES OR
FAIL TO ADEQUATELY PAY FOR MULTI-ANALYTE TESTING, WE MAY EXPERIENCE REDUCED
SALES WHICH WOULD HURT OUR BUSINESS AND OUR BUSINESS PROSPECTS.

         Third-party payors, such as government entities, health maintenance
organizations and private insurers, are restricting payments for healthcare.
These restrictions may decrease demand for our products and the price we can
charge. Increasingly, Medicaid and other third-party payors are challenging the
prices charged for medical services, including clinical diagnostic tests. They
are also attempting to contain costs by limiting coverage and the reimbursement
level of tests and other healthcare products. Without adequate coverage and
reimbursement, consumer demand for tests will decrease. Decreased demand could
cause sales of our products, and sales and services by our strategic partners,
to fall. In addition, decreased demand could place pressure on us or our
strategic partners to lower prices on these products or services, resulting in
lower margins. Reduced sales or margins by us or our strategic partners would
hurt our business, profitability and business prospects.

OUR LIMITED OPERATING HISTORY AND RELIANCE ON STRATEGIC PARTNERS TO MARKET OUR
PRODUCTS MAKES FORECASTING DIFFICULT.

         Because of our limited operating history, it is difficult to accurately
forecast future operating results. Our operating expenses are largely based on
anticipated revenue trends and a high percentage of our expenses are, and will
continue to be, fixed in the short-term. As a result, if we do not achieve our
expected revenues, our operating results will be below our expectations. The
level of our revenues will depend upon the rate and timing of the adoption of
our technology as a method to perform bioassays. Due to our limited operating
history, predicting this timing and rate of adoption is difficult.

         In addition, we anticipate that a large percentage of future sales of
our products, and products incorporating our technology, will be made by our
strategic partners. For the following reasons, estimating the timing and amount
of sales of these products that may be made by our strategic partners is
particularly difficult:

o        We have no control over the timing or extent of product development,
         marketing or sale of our products by our strategic partners.

o        Our strategic partners are not committed to minimum purchase
         commitments and we do not have control over the incentives provided by
         our strategic partners to their sales personnel.

o        A significant number of our strategic partners intend to produce
         clinical diagnostic applications that may need to be approved by the
         United States FDA.


                                       15
   18


o        Certain strategic partners may have unique requirements for their
         applications and systems. Assisting the various strategic partners may
         strain our research and development and manufacturing resources. To the
         extent that we are not able to timely assist our strategic partners,
         the commercialization of their products will likely be delayed.

         We have and expect to maintain a limited marketing, sales and
distribution staff. As a result, if our strategic partners fail to achieve
projected levels of sales, we will likely not achieve our estimated operating
results.

OUR PRODUCTS HAVE LENGTHY SALES CYCLES, WHICH COULD CAUSE OUR OPERATING RESULTS
TO FLUCTUATE SIGNIFICANTLY FROM QUARTER TO QUARTER.

         The sale of bioassay testing devices typically involves a significant
technical evaluation and commitment of capital by customers. Accordingly, the
sales cycle associated with our products typically is lengthy and subject to a
number of significant risks, including customers' budgetary constraints and
internal acceptance reviews that are beyond our control. Due to this lengthy and
unpredictable sales cycle, our operating results could fluctuate significantly
from quarter to quarter.

OUR STOCK PRICE HAS BEEN AND IS LIKELY TO CONTINUE TO BE VOLATILE.

         The trading price of our common stock has been and is likely to
continue to be highly volatile and subject to wide fluctuations in price. This
volatility is in response to various factors, many of which are beyond our
control, including:

o        general economic conditions and interest rates;

o        actual or anticipated variations in quarterly operating results from
         historical results or estimates of results prepared by us or by
         securities analysts;

o        announcements of technological innovations by us or our competitors;

o        new products or services introduced or announced by us or our
         competitors;

o        changes in financial estimates by us or by securities analysts;

o        conditions or trends in the life science, biotechnology and
         pharmaceutical industries;

o        announcements by us of significant acquisitions, strategic
         partnerships, joint ventures or capital commitments;

o        additions or departures of key personnel; and

o        sales of our common stock.

         In addition, the stock market in general, and The Nasdaq National
Market and the market for technology companies in particular, has experienced
significant price and volume fluctuations that have often been unrelated or
disproportionate to the operating performance of those companies. Further, there
has been particular volatility in the market prices of securities of life
sciences companies. These broad market and industry factors may seriously harm
the market price of our common stock, regardless of our operating performance.
In the past, following periods of volatility in the market price of a company's
securities, securities class action litigation has often been instituted. A
securities class action suit against us could result in substantial costs,
potential liabilities and the diversion of management's attention and resources.

OUR DIRECTORS AND EXECUTIVE OFFICERS HAVE SUBSTANTIAL CONTROL OVER LUMINEX,
WHICH COULD DELAY OR PREVENT A MERGER OR OTHER CHANGE IN CONTROL TRANSACTION.

         Our directors and executive officers beneficially owned approximately
44% of our outstanding common stock as of August 1, 2001. These persons will be
able to exercise significant influence over all matters requiring


                                       16
   19

stockholder approval, including the election of directors and the approval of
significant corporate transactions. This concentration of ownership may also
delay or prevent a change in control of the company even if beneficial to our
stockholders.

ANTI-TAKEOVER PROVISIONS IN OUR CHARTER AND BYLAWS AND DELAWARE LAW AND OUR
STOCKHOLDER RIGHTS PLAN COULD MAKE A THIRD-PARTY ACQUISITION OF US DIFFICULT.

         Our certificate of incorporation, bylaws and stockholder rights plan
contain provisions that could make it more difficult for a third party to
acquire us, even if doing so would be beneficial to our stockholders. These
provisions could limit the price that investors might be willing to pay in the
future for shares of our common stock. We are also subject to certain provisions
of Delaware law that could delay, deter or prevent a change in control of us.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Our interest income is sensitive to changes in the general level of
U.S. interest rates, particularly since the majority of our investments are in
short-term instruments held to maturity. Due to the nature of our short-term
investments, we have concluded that we are not subject to material market risk
exposure.




                                       17
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                                     PART II

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

(a) On June 20, 2001, the Company's Board of Directors declared a dividend of
one right for each outstanding share of the Company's common stock to
stockholders of record at the close of business on July 2, 2001. Each right
entitles the registered holder to purchase from the Company a unit consisting of
one one-hundredth of a share of Series A Junior Participating Preferred Stock,
par value $.001 per share, at a purchase price of $100 per fractional share,
subject to adjustment. The description and terms of the rights are set forth in
a Rights Agreement dated as of June 20, 2001, between the Company and Mellon
Investor Services LLC, as Rights Agent, which is filed as Exhibit 4 to the
Company's Report on Form 8-K dated June 20, 2001.

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

         At the Company's 2001 Annual Meeting of Stockholders, which was held on
May 24, 2001, the stockholders of the Company elected C. Thomas Caskey, Robert
J. Cresci and William L. Roper to serve as Class I directors for a term of three
years by the following votes:

<Table>
<Caption>
                                                                 Number of Shares
                                                             --------------------------
                                                                 For            Against
                                                             ----------         -------
                                                                          
C. Thomas Caskey ......................................      21,100,568          22,355
Robert J. Cresci ......................................      21,093,844          29,079
William L. Roper ......................................      21,100,573          22,350
</Table>

         The other directors whose terms of office as a director continue after
the meeting are as follows: Fred C. Goad, Jr., Laurence E. Hirsch, Jim D. Kever,
Mark B. Chandler, John E. Koerner, III and G. Walter Loewenbaum.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)    Exhibits:

         No exhibits have been filed as a part of this report.

(b)    Reports on Form 8-K:

         A Current Report on Form 8-K was filed on June 20, 2001 to report
pursuant to Item 5 thereof that the Board of Directors of the Company has
adopted a stockholder rights plan.




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                                   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, on August 14, 2001.

                                  LUMINEX CORPORATION




                                  By: /s/ Frank J. Reeves
                                      ------------------------------------------
                                      Frank J. Reeves
                                      Executive Vice President, Treasurer and
                                      Chief Financial Officer
                                      (Principal Financial Officer)





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