UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

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 [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

KENSEY NASH CORPORATION
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[X] No fee required.
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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[ ] Fee paid previously with preliminary materials.

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paid previously. Identify the previous filing by registration statement
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[KENSEY NASH LETTERHEAD]

Marsh Creek Corporate Center
55 East Uwchlan Avenue
Exton, Pennsylvania 19341

November 5, 2001

Dear Stockholder:

On behalf of the Board of Directors, I cordially invite you to attend the 2001
Annual Meeting of Stockholders of Kensey Nash Corporation. The Annual Meeting
will be held on Wednesday, December 5, 2001 beginning at 10:00 a.m., local time,
at the offices of Kensey Nash Corporation, 55 East Uwchlan Avenue, Exton,
Pennsylvania 19341. The formal notice of the Annual Meeting appears on the next
page.

The attached Notice of Annual Meeting and Proxy Statement describe matters that
we expect will be acted upon at the meeting. During the meeting, stockholders
will view a company presentation and have the opportunity to ask questions.

It is important that your views be represented whether or not you are able to be
present at the Annual Meeting. Please sign and date the enclosed proxy card and
promptly return it to us in the postpaid envelope. If you sign and return your
proxy card without specifying your choices, it will be understood that you wish
to have your shares voted in accordance with the recommendations of the Board of
Directors contained in the Proxy Statement.

We are gratified by our stockholders' continued interest in Kensey Nash
Corporation and urge you to return your proxy card as soon as possible.

Sincerely,

/s/ Joseph W. Kaufmann
--------------------------------------------
Joseph W. Kaufmann
President and Chief Executive Officer

[KENSEY NASH LETTERHEAD]

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 5, 2001

To the Stockholders of
Kensey Nash Corporation:

The Annual Meeting of Stockholders of Kensey Nash Corporation (the "Company")
will be held at 10:00 a.m., local time, on Wednesday, December 5, 2001 at the
offices of Kensey Nash Corporation, 55 East Uwchlan Avenue, Exton, Pennsylvania
19341 for the following purposes:

(1) To elect two Class III Directors to the Company's Board of Directors;

(2) To ratify the appointment by the Board of Directors of Deloitte &
Touche LLP as the independent auditors of the Company's financial
statements for the year ended June 30, 2002; and

(3) To transact such other business as may properly come before the
meeting or any adjournment(s) thereof.

The Board of Directors has fixed the close of business on October 19, 2001 as
the record date for determining stockholders entitled to notice of, and to vote
at, the meeting.

By Order of the Board of Directors,

/s/ Joseph W. Kaufmann
-------------------------------------------
Joseph W. Kaufmann
President and Secretary

Exton, Pennsylvania
November 5, 2001

ALL STOCKHOLDERS ARE URGED TO ATTEND THE MEETING IN PERSON OR BY PROXY. WHETHER
OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE, SIGN AND DATE
THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE PAID
ENVELOPE FURNISHED FOR THAT PURPOSE.

KENSEY NASH CORPORATION
MARSH CREEK CORPORATE CENTER
55 EAST UWCHLAN AVENUE
EXTON, PENNSYLVANIA 19341
(610) 524-0188

PROXY STATEMENT

THE ACCOMPANYING PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF KENSEY NASH
CORPORATION, A DELAWARE CORPORATION, FOR USE AT THE ANNUAL MEETING OF
STOCKHOLDERS (THE "ANNUAL MEETING") TO BE HELD AT 10:00 A.M., LOCAL TIME,
WEDNESDAY, DECEMBER 5, 2001, AT THE OFFICES OF KENSEY NASH CORPORATION, 55 E.
UWCHLAN AVENUE, EXTON, PENNSYLVANIA 19341, AND ANY ADJOURNMENTS THEREOF. THIS
PROXY STATEMENT AND ACCOMPANYING FORM OF PROXY ARE BEING MAILED TO STOCKHOLDERS
ON OR ABOUT NOVEMBER 5, 2001.

VOTING SECURITIES -- The Board of Directors has fixed the close of business on
October 19, 2001, as the record date (the "Record Date") for the determination
of stockholders entitled to notice of, and to vote at, the Annual Meeting or any
adjournments thereof. As of the Record Date, the Company had outstanding
10,621,985 shares of Common Stock, par value $.001 per share. Each of the
outstanding shares of Common Stock is entitled to one vote on all matters to
come before the Annual Meeting.

PROXIES -- Joseph W. Kaufmann and Douglas G. Evans, the persons named as proxies
on the proxy card accompanying this Proxy Statement, were selected by the Board
of Directors of the Company to serve in such capacity. Messrs. Kaufmann and
Evans are officers and directors of the Company. Each executed and returned
proxy will be voted in accordance with the directions indicated thereon, or if
no direction is indicated, such proxy will be voted in accordance with the
recommendations of the Board of Directors contained in this Proxy Statement.
Each stockholder giving a proxy has the power to revoke it at any time before
the shares it represents are voted. Revocation of a proxy is effective upon
receipt by the Secretary of the Company of either (i) an instrument revoking the
proxy, or (ii) a duly executed proxy bearing a later date. Additionally, a
stockholder may change or revoke a previously executed proxy by voting in person
at the Annual Meeting.

REQUIRED VOTE -- A plurality of the votes cast in person or by proxy is required
to elect the nominees for director. A majority of the votes cast in person or by
proxy is required to ratify the appointment of Deloitte & Touche LLP as the
independent auditors of the Company's financial statements for the fiscal year
ended June 30, 2002. Each stockholder will be entitled to vote the number of
shares of Common Stock held as of the Record Date by such stockholder for the
number of directors to be elected. Stockholders will not be allowed to cumulate
their votes in the election of directors.

Votes cast by proxy or in person at the Annual Meeting will be tabulated by the
election inspectors appointed for the meeting and will determine whether or not
a quorum is present. The election inspectors will treat abstentions as shares
that are present and entitled to vote for purposes of determining the presence
of a quorum and will also count abstentions for purposes of voting on any
proposal presented at the meeting or any adjournment thereof. Abstentions will
have the same effect as a vote against a proposal. If a broker indicates on the
proxy that it does not have discretionary authority as to certain shares to vote
on a particular matter, those shares will not be considered as present and
entitled to vote with respect to that matter.

STOCKHOLDER LIST -- A list of stockholders entitled to vote at the Annual
Meeting, arranged in alphabetical order, showing the address of and number of
shares registered in the name of each stockholder, will be open to the
examination of any stockholder for any purpose germane to the Annual Meeting
during ordinary business hours commencing November 23, 2001, and continuing
through the date of the Annual Meeting at the principal offices of the Company,
55 East Uwchlan Avenue, Exton, Pennsylvania 19341.

ANNUAL REPORT TO STOCKHOLDERS -- THE COMPANY'S ANNUAL REPORT TO STOCKHOLDERS FOR
THE FISCAL YEAR ENDED JUNE 30, 2001 ("FISCAL YEAR 2001"), CONTAINING FINANCIAL
AND OTHER INFORMATION PERTAINING TO THE COMPANY, IS BEING FURNISHED TO
STOCKHOLDERS SIMULTANEOUSLY WITH THIS PROXY STATEMENT.

PROPOSAL 1
ELECTION OF DIRECTORS

The Company's Board of Directors previously consisted of nine directors. On
October 30, 2001, Kenneth R. Kensey, M.D. resigned as a director of the Company
in order to pursue other interests. At the time of his resignation, Dr. Kensey
was appointed to the non-executive position of Chairman Emeritus in recognition
of his status as a co-founder of, and major contributor to, the Company. The
Board of Directors will now consist of eight directors until the vacancy created
by Dr. Kensey's resignation is filled. Article Five of the Company's Certificate
of Incorporation, as amended, provides that the Board of Directors shall be
classified with respect to the terms for which its members shall hold office by
dividing the members into three classes. At the Annual Meeting, two Class III
Directors are to be elected for a term of three years expiring at the 2004
Annual Meeting of Stockholders. THE BOARD OF DIRECTORS RECOMMENDS THAT THE
STOCKHOLDERS VOTE IN FAVOR OF THE ELECTION OF THE NOMINEES NAMED IN THIS PROXY
STATEMENT TO CONTINUE TO SERVE AS DIRECTORS OF THE COMPANY. See "Nominees"
below.

The six directors whose terms of office expire in 2002 and 2003 will continue to
serve after the Annual Meeting until such time as their respective terms of
office expire or their successors are duly elected and qualified. See "Other
Directors" below.

If at the time of the Annual Meeting any of the nominees should be unable or
decline to serve, the person named in the proxy will vote for such substitute
nominee or nominees as the Board of Directors recommends, or vote to allow the
vacancy created thereby to remain open until filled by the Board of Directors,
as the Board of Directors recommends. The Board of Directors has no reason to
believe that any nominee will be unable or will decline to serve as a director
if elected.

NOMINEES

The names of the nominees for the office of director, together with certain
information concerning such nominees, are set forth below:

SERVED AS
NAME AGE POSITION WITH COMPANY DIRECTOR SINCE
----------------------- --- ---------------------------------- --------------

John E. Nash, P.E...... 66 Vice President of New Technologies
and Director 1984

Robert J. Bobb......... 54 Director 1984

Mr. Nash is a co-founder of the Company and is currently the Vice President of
New Technologies and a Director. He served as Vice Chairman of the Board and
Executive Vice President from 1984 to October 1998. Prior to his co-founding the
Company, Mr. Nash was employed by Syntex Corporation in a number of engineering
and development positions within its Syntex Dental subsidiary, including Vice
President of Research and Development. Mr. Nash holds qualifications in
Mechanical and Production Engineering from Kingston College of Technology in the
United Kingdom and is a Registered Professional Engineer in both the United
Kingdom and the United States.

Mr. Bobb has been a Director of the Company since 1984. For over fifteen years,
Mr. Bobb has been a principal equity investor and key management participant in
a number of operating companies. Mr. Bobb received a B.S. degree from Western
Michigan University and a J.D. degree from the University of Notre Dame Law
School and studied at the University of Belgrade and the University of London.
Mr. Bobb is Chairman of the Company's Compensation Committee and a member of the
Audit Committee.

OTHER DIRECTORS

The following persons will continue to serve as Directors of the Company after
the Annual Meeting until their terms of office expire (as indicated below) or
until their successors are elected and qualified.

SERVED AS TERM
NAME AGE POSITION WITH COMPANY DIRECTOR SINCE EXPIRES
--------------------------------- --- ------------------------------------ -------------- -------

Douglas G. Evans, P.E............ 37 Chief Operating Officer, Assistant 1995 2002
Secretary and Director

Walter Maupay.................... 62 Director 1995 2002

C. McCollister Evarts, M.D....... 70 Director 2000 2002

Joseph W. Kaufmann............... 49 Chief Executive Officer, President, 1992 2003
Secretary and Director

Harold N. Chefitz................ 66 Director 1995 2003

Steven J. Lee.................... 54 Director 2000 2003

Mr. Evans has served as Chief Operating Officer of the Company since March 1995,
was elected a Director in May 1995 and has served as Assistant Secretary since
October 1995. Mr. Evans is responsible for protecting and developing the
Company's intellectual property, assessing new technologies, and overseeing the
Company's daily operations. From 1989 to 1993, Mr. Evans held several senior
positions at the Company in product development and engineering. From 1986 until
joining the Company in 1989, Mr. Evans held a number of positions in engineering
and business development for several divisions of the General Electric Company.
Mr. Evans received a B.S. degree in Engineering Science and a Masters degree in
Business Management from The Pennsylvania State University and an M.S. degree in
Electrical Engineering from the University of Pennsylvania. Mr. Evans is a
Registered Professional Engineer in the United States.

Mr. Maupay has been a Director of the Company since June 1995. Prior to his
retirement in 1995, Mr. Maupay was a group executive with Bristol-Myers Squibb
and President of Calgon Vestal Laboratories. From 1988 to December 1994, Mr.
Maupay served as President of Calgon Vestal Laboratories, then a division of
Merck & Co. Mr. Maupay spent thirty-three years in corporate and divisional
positions at Merck & Co. Mr. Maupay received a B.S. degree in Pharmacy from
Temple University and an M.B.A. degree from Lehigh University. Mr. Maupay has
been a Director of Life Medical Sciences, Inc., Cubist Pharmaceuticals and is a
Director of several private companies. Mr. Maupay is a member of the Company's
Compensation and Executive Committees.

Dr. Evarts has been a Director of the Company since July 2000. Dr. Evarts is a
University Professor for The Pennsylvania State University, College of Medicine
and Chief Executive Officer of The Milton S. Hershey Medical Center as well as
Senior Vice President for Health Affairs and Dean, College of Medicine
(Emeritus). Previously, Dr. Evarts served as Professor and Chair of the
Department of Orthopedics at the University of Rochester School of Medicine and
Dentistry and Medical Center Vice President for Development. Prior to that, he
was Chair of the Department of Orthopedic Surgery at the Cleveland Clinic
Foundation. Dr. Evarts holds an A.B. degree from Colgate University. He
graduated from the University of Rochester School of Medicine and Dentistry and
served his internship and residency at the University of Rochester Strong
Memorial Hospital. Dr. Evarts is a Director of The Hershey Foods Corporation.
Dr. Evarts is Chairman of the Company's Audit Committee and a member of the
Executive Committee.

Mr. Kaufmann has served as Chief Executive Officer and President of the Company
since March 1995. Mr. Kaufmann joined the Company in 1989 as Chief Financial
Officer and was appointed Vice President, Finance and

Administration in January 1994. He has been a Director since September 1992 and
has served as Secretary since 1989. Prior to joining the Company, Mr. Kaufmann
held executive finance positions at divisions of both Hanson, PLC and Syntex
Corporation. Mr. Kaufmann received a B.S. degree in Accounting from St. Joseph's
University. Mr. Kaufmann is Chairman of the Company's Executive Committee.

Mr. Chefitz has been a Director of the Company since June 1995. Mr. Chefitz has
numerous years of experience in investment banking in the healthcare industry
and is presently a General Partner at CK Capital L.P., a Partner at Boles Knop &
Company LLC, as well as Chairman of the Board and CEO of GliaMed, Inc. and is a
Director of Barr Laboratories. He was a Senior Managing Director of Gerard
Klauer Mattison & Co. LLC from June 1995 through November 1998. From March 1993
until March 1995, he served as a Managing Director and Head of Healthcare
Investment Banking for Prudential Securities Incorporated in New York City. Mr.
Chefitz received a B.S. degree from Boston University and attended Boston
College Law School. Mr. Chefitz is a member of the Company's Compensation and
Executive Committees.

Mr. Lee has been a Director of the Company since July 2000. Mr. Lee is Chairman
and Chief Executive Officer of PolyMedica Corporation. Prior to becoming Chief
Executive Officer, Mr. Lee served as President of PolyMedica from 1990 through
June 1996. Mr. Lee served as manager in the Mergers and Acquisitions practice at
Coopers & Lybrand L.L.P. from March 1990 to May 1990. Previously, he was
President and a director of Shawmut National Ventures from November 1987 to
March 1990 and served as President, Chief Executive Officer and a director of
RepliGen Corporation from 1984 to 1986. Mr. Lee received a B.A. from Lehigh
University, an M.B.A. from the Wharton School of Finance and Commerce at the
University of Pennsylvania, and a Juris Doctor degree from Fordham University
School of Law. He is a member of the Massachusetts and New York State Bar
Associations. Mr. Lee is a Director of PolyMedica Corporation, Commonwealth
BioVentures, Inc. and Fibersense Technology Corporation. Mr. Lee is a member of
the Company's Audit Committee.

DIRECTOR COMPENSATION -- The Company does not pay additional cash compensation
to executive officers for their service as directors. During fiscal year 2001,
nonemployee directors were paid a fee of $2,500 per meeting (not to exceed
$10,000 per fiscal year) plus travel expenses and other costs associated with
attending meetings. In addition, nonemployee directors who served on the
Executive Committee were paid a fee of $1,000 per Executive Committee meeting
plus travel expenses and other costs associated with attending the meetings.
Pursuant to the Kensey Nash Corporation Nonemployee Directors' Stock Option Plan
(the "Directors' Plan"), each of Messrs. Bobb, Chefitz and Maupay was granted
options to purchase 5,000 shares of Common Stock upon the Company's initial
public offering, exercisable at $12.00 per share. Each of Mr. Lee and Dr. Evarts
was granted options to purchase 5,000 shares of Common Stock upon their initial
appointment to the Board of Directors, exercisable at $10.75 per share, the fair
market value on the date of grant. In consideration of their service on the
Board of Directors, on the date of each annual meeting of the stockholders of
the Company, each nonemployee director who is elected, re-elected or continues
to serve as a director because his term has not expired is entitled to receive
Non-Qualified Stock Options ("NQSOs") to purchase 7,500 shares of Common Stock,
exercisable at the fair market value of such shares on the date of grant. In
addition, the Directors' Plan provides that additional grants of options may be
made, from time-to-time, as determined by the Compensation Committee.

MEETINGS -- During fiscal year 2001, the Board of Directors held six formal
meetings including teleconference meetings. Each director attended at least 75%
of the aggregate of (a) the total number of meetings of the Board of Directors
held during the period for which he served as a director and (b) the total
number of meetings held by all committees of the Board of Directors on which he
served.

COMMITTEES OF THE BOARD OF DIRECTORS -- The Board of Directors has established
an Audit Committee, a Compensation Committee and an Executive Committee. The
Audit Committee includes Dr. Evarts (Chairman) and Messrs. Bobb and Lee, each a
nonemployee director. The Compensation Committee includes Messrs. Bobb

(Chairman), Chefitz and Maupay. The Executive Committee includes Messrs.
Kaufmann (Chairman), Chefitz, Maupay and Dr. Evarts. The Company does not have
a Nominating Committee.

The Audit Committee generally has responsibility for assessing processes related
to risks and control environment, overseeing financial reporting, evaluating
independent audit processes and reporting to the full Board of Directors
regarding all of the foregoing. The Audit Committee held one formal meeting in
fiscal year 2001. See "Audit Committee Matters."

The Compensation Committee generally has responsibility for recommending to the
Board of Directors guidelines and standards for the determination of executive
compensation, reviewing the Company's executive policies and reporting to the
full Board of Directors regarding the foregoing. The Compensation Committee also
has responsibility for administering the Employee Plan and the Directors' Plan,
determining the number of options to be granted to the Company's executive
officers and employees pursuant to the Employee Plan, and reporting to the full
Board of Directors regarding the foregoing functions. The Compensation Committee
held two formal meeting in fiscal year 2001. See "Report of the Compensation
Committee of the Board of Directors."

The Executive Committee has those responsibilities delegated to it from time to
time by the Board of Directors. The Executive Committee held two formal meetings
in fiscal year 2001.

EXECUTIVE OFFICERS

The Board of Directors elects officers annually and such officers, subject to
the terms of certain employment agreements, serve at the discretion of the
Board. See "Executive Compensation and Certain Transactions -- Employment
Agreements." Each of Messrs. Kaufmann and Evans has an employment agreement with
the Company. In addition, Ms. Wendy F. DiCicco, Chief Financial Officer, has an
employment agreement with the Company. Ms. Julie N. Broderick, Vice President of
Clinical and Regulatory Affairs, resigned from the Company on September 25, 2001
to pursue other opportunities. Ms. Broderick is Mr. Nash's daughter.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT -- Section 16 of the
Securities and Exchange Act of 1934, as amended (the "1934 Act"), requires the
Company's officers, directors and persons who own greater than 10% of a
registered class of the Company's equity securities to file reports of ownership
and changes in ownership with the Securities and Exchange Commission (the "SEC")
and the Nasdaq National Market. Based solely on a review of the forms it has
received and on written representations from certain reporting persons that no
such forms were required for them, the Company believes that all Section 16
filing requirements applicable to its officers, directors and 10% beneficial
owners were complied with during fiscal year 2001, except that Mr. Maupay
inadvertently filed a Form 4 one day late with respect to the purchase of 3,000
shares of Common Stock, Dr. Kensey inadvertently filed a Form 4 one day late
with respect to a cashless collar of certain shares of his stock and each of Mr.
Kaufmann and Mr. Evans inadvertently filed a Form 5 late with respect to granted
stock options for fiscal year 2001.

EXECUTIVE COMPENSATION AND CERTAIN TRANSACTIONS

The following table sets forth information with respect to the compensation paid
and awarded by the Company for services rendered during the fiscal years ended
June 30, 2001, 2000, and 1999 to its chief executive officer and the four other
most highly compensated (based on combined salary and bonus) executive officers
of the Company whose total annual salary and bonus exceeded $100,000 during
fiscal year 2001 (each, a "Named Executive Officer").

SUMMARY COMPENSATION TABLE

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
AWARDS
------------------------------------ ------------------
OTHER ANNUAL SECURITIES
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION UNDERLYING OPTIONS
($) ($) ($) (#)
--------------------------------------- ---- --------- -------- ------------ ------------------

Joseph W. Kaufmann 2001 $ 237,500 --(2) $ 9,000(4) 168,500
President, Chief Executive Officer, 2000 $ 200,000 --(3) $ 9,000(4) 75,000(10)
Secretary and Director 1999 $ 200,000 $75,000 $ 9,000(4) 300,000

Douglas G. Evans, P.E. 2001 $ 190,000 --(2) $10,750(5) 133,200
Chief Operating Officer, Assistant 2000 $ 160,000 --(3) $ 9,211(6) 75,000(10)
Secretary and Director 1999 $ 160,000 $63,000 $ 9,000(4) 170,000

Julie N. Broderick 2001 $ 125,575 $15,876 $ 6,067(7) 9,025
Vice President of Clinical 2000 $ 111,820 -- $ 1,085(8) 15,000(10)
And Regulatory Affairs 1999 $ 98,750 $20,000 -- 30,000

Wendy F. DiCicco, CPA 2001 $ 114,670(1) --(2) $ 5,557(9) 15,525
Chief Financial Officer 2000 $ 98,067 -- $ 950(8) 20,000(10)
1999 $ 85,780 $20,000 -- 30,000

-------------------------
(1) The Company's short-term disability insurance carrier paid $9,390 of
Ms. DiCicco's salary.
(2) Each of Mr. Kaufmann, Mr. Evans, and Ms. DiCicco elected to receive
98,500, 80,000, and 8,625 stock options, respectively, in lieu of a cash
bonus for fiscal year 2001 under the Company's bonus plan.
(3) Each of Mr. Kaufmann and Mr. Evans elected not to receive a bonus for
fiscal year 2000 under the Company's bonus plan.
(4) Represents allowance for automobile.
(5) Represents $9,000 allowance for automobile and $1,750 of the Company's
matching cash contribution paid and/or accrued under the Company's 401(k)
Plan.
(6) Represents $9,000 allowance for automobile and $211 of the Company's
matching cash contribution paid and/or accrued under the Company's 401(k)
Plan.
(7) Represents $4,200 allowance for automobile and $1,867 of the Company's
matching cash contribution paid and/or accrued under the Company's 401(k)
Plan.
(8) Represents the Company's matching cash contribution paid and/or accrued
under the Company's 401(k) Plan.
(9) Represents $4,000 allowance for automobile and $1,557 of the Company's
matching cash contribution paid and/or accrued under the Company's 401(k)
Plan.
(10) Granted August 16, 2000.

OPTION GRANTS IN FISCAL YEAR 2001 -- The following table provides information on
grants of stock options and stock appreciation rights in fiscal year 2001 to the
Named Executive Officers pursuant to the Employee Plan.

OPTION/SAR GRANTS IN FISCAL YEAR 2001

INDIVIDUAL GRANTS
--------------------------------------------------------------------------------
POTENTIAL REALIZABLE VALUE AT
PERCENT OF ASSUMED ANNUAL RATES OF
TOTAL STOCK PRICE APPRECIATION FOR
OPTIONS/ OPTION TERM
SARs -----------------------------
OPTIONS/ GRANTED TO EXERCISE
SARs EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
(#)
----------------------------- ------- ------------ ---------- ---------- ---------- ----------

Joseph W. Kaufmann........... 168,500 27.5% $14.51 6/5/11 $1,537,606 $3,896,597
Douglas G. Evans, P.E........ 133,200 21.7% $14.51 6/5/11 $1,215,485 $3,080,277
Julie N. Broderick........... 9,025 1.5% $14.51 12/31/01 $82,355 $208,705
Wendy F. DiCicco, CPA........ 15,525 2.5% $14.51 6/5/11 $141,670 $359,019

AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2001 AND YEAR-END 2001 OPTION VALUES
-- The following table provides information on the Named Executive Officers'
unexercised and exercised options granted under the Employee Plan at June 30,
2001.

AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2001 AND YEAR-END 2001 OPTION VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES VALUE UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED ON REALIZED OPTIONS AT YEAR-END 2001(#) YEAR-END 2001($)(1)
EXERCISE ---------------------------------------------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------------------------------------------------------------------------------------------------------------

Joseph W. Kaufmann.......... -- -- 646,000 328,500 $4,659,165 $1,446,655
Douglas G. Evans, P.E. ..... -- -- 385,000 238,200 $2,801,775 $922,861
Julie N. Broderick.......... 9,667 $77,519 52,000 31,358 $338,855 $157,441
Wendy F. DiCicco, CPA....... -- -- 40,667 42,858 $263,930 $190,011

------------------
(1) The value per option is calculated by subtracting the exercise price from
the closing price of the Common Stock on the Nasdaq National Market on June
29, 2001 of $16.74.

EMPLOYMENT AGREEMENTS

Each of Messrs. Kaufmann and Evans is party to three-year written Employment and
Non-Competition Agreements with the Company that expire in July 2004. These
agreements provide for annual base salaries of $250,000 and $200,000,
respectively, subject to annual increases as determined by the Board of
Directors. An annual bonus may be paid at the discretion of the Board of
Directors. The agreements restrict Messrs. Kaufmann and Evans from competing
with the Company during the term of the agreement and for twelve months after
termination of their employment with the Company. Messrs. Kaufmann and Evans are
also party to Termination and Change in Control Agreements pursuant to which
upon a Change in Control or Termination (as defined therein) they will be
entitled to receive, among other things, severance pay equal to their base
salary for a period of two years. Messrs. Kaufmann and Evans would be entitled
to receive an additional payment, net of taxes, to compensate for any excise tax
imposed on these and other payments if they are determined to be excess
parachute payments under the Internal Revenue Code of 1986, as amended.
Following a Change in Control, all unvested options granted to Messrs. Kaufmann
and Evans shall immediately become vested.

Ms. DiCicco is party to a two-year written Employment and Non-Competition
Agreement with the Company, which expires in September 2003. This agreement
provides for an annual base salary of $119,503, subject to an annual increase as
determined by the Board of Directors. An annual bonus may be paid at the
discretion of the Board of Directors. The agreement restricts Ms. DiCicco from
competing with the Company during the term of the agreement and for twelve
months after termination of her employment with the Company. Ms. DiCicco is also
party to a Termination and Change in Control Agreement pursuant to which upon a
Change in Control or Termination (as defined therein) she will be entitled to
receive, among other things, severance pay equal to her base salary for a period
of two years. Ms. DiCicco would be entitled to receive an additional payment,
net of taxes, to compensate for any excise tax imposed on these and other
payments if they are determined to be excess parachute payments under the
Internal Revenue Code of 1986, as amended. Following a Change in Control, all
unvested options granted to Ms. DiCicco shall immediately become vested.

401(k) PLAN

The Company's 401(k) Salary Reduction Plan and Trust (the "401(k) Plan") became
effective on July 1, 1989. All employees of the Company that are at least 21
years of age are eligible to participate in the 401(k) Plan. An eligible
employee may elect to contribute one to 15 percent of his or her compensation
each year, up to the legal limit, instead of receiving that amount in cash.
During fiscal year 2001, the Company agreed to match up to 25% of an employee's
first 6% contribution of their pay.

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

The objectives of the Compensation Committee in determining the levels and
components of executive compensation are (i) retaining the executive officers in
their present positions, (ii) providing them with both cash and equity
incentives to further the interests of the Company and its stockholders, (iii)
compensating them at levels comparable to those of executive officers at other
medical device companies at a comparable stage of development, and (iv)
attracting executive officers whose experience and backgrounds would help the
growth and development of the Company. Generally, the compensation of all
executive officers is composed of a base salary plus a discretionary bonus based
upon achievement of specified goals. In addition, stock options are granted to
provide the opportunity for compensation based upon the performance of the
Common Stock over time.

The Compensation Committee determined the terms of the employment agreements for
Mr. Kaufmann and for all of the other executive officers. In determining the
base salaries of the executive officers, the Compensation Committee considered
the performance of each executive, the nature of the executive's
responsibilities, the salary levels of executives at medical device companies at
a comparable stage of development, including other publicly-held companies that
are developing medical device products, and the Company's general compensation
practices. Based on these criteria, the employment agreement for Mr. Kaufmann
provides for a base salary of $250,000 for fiscal years 2002, 2003 and 2004.

Discretionary bonuses for each of the Company's executive officers are directly
tied to achievement of specified goals of the Company and are a function of the
criteria which the Compensation Committee believes appropriately take into
account the specific areas of responsibility of the particular officer. Each of
Mr. Kaufmann, Mr. Evans and Ms. DiCicco elected to receive additional stock
options in lieu of a cash bonus for fiscal year 2001 under the Company's bonus
plan. Mr. Kaufmann's bonus for fiscal year 2002 will be based upon the
achievement of specified objectives, including achievement of revenue and
earnings per share goals in the Company's fiscal year 2002 plan. The fiscal year
2002 bonus will be subject to the discretion of the Board of Directors.

The Compensation Committee also grants stock options, from time to time, to
executive officers and other employees in order to provide a long-term incentive
which is directly tied to the performance of the Company's

stock. The exercise price of these stock options is generally the fair market
value of the Common Stock on the dates of grant. The options generally vest over
a three-year period, based on the date of grant. Vesting periods are used to
retain key employees and to emphasize the long-term aspect of contribution and
performance. On June 5, 2001, the Compensation Committee approved a grant of
168,500 stock options for Mr. Kaufmann, 133,200 stock options for Mr. Evans, and
15,525 stock options for Ms. DiCicco. A portion of these option grants will vest
in six months from the date of grant and the remaining options will vest in
equal amounts over a three-year period. Ms. Broderick was granted 9,025 stock
options but she resigned prior to them vesting. The exercise price of all of
these options is $14.51, the fair market value of the underlying Common Stock on
the date of the grant.

The Compensation Committee granted options based upon its belief that it is
necessary in a highly competitive environment to provide key personnel the
opportunity for significant continuing equity participation and incentive to
create stockholder value over a longer investment horizon. These options provide
an incentive to maximize stockholder value because they reward option holders
only if stockholders also benefit. In making stock option grants to executives
under the Employee Plan, the Compensation Committee considered a number of
factors, including the past performance of the executive, achievement of
specific delineated goals, the responsibilities of the executive, review of
compensation of executives in medical device companies at a comparable stage of
development, and review of the number of stock options each executive currently
possesses.

COMPLIANCE WITH SECTION 162(m) -- The Compensation Committee currently intends
for all compensation paid to the executive officers to be tax deductible to the
Company. Section 162(m) of the Internal Revenue Code of 1986, as amended
("Section 162(m)"), provides that compensation paid to certain executive
officers in excess of $1,000,000 is nondeductible by the Company for Federal
income tax purposes unless, in general, such compensation is performance-based,
is established by a committee comprised solely of two or more independent
directors, is objective and the plan or agreement providing for such performance
based compensation has been approved by stockholders in advance of payment. The
Compensation Committee believes that the requirements of Section 162(m) may
arbitrarily impact the Company. In the future, the Compensation Committee may
determine to adopt a compensation program that does not satisfy the conditions
of Section 162(m), if in its judgment, after considering the additional costs of
not satisfying Section 162(m), such program is appropriate.

COMPENSATION COMMITTEE
----------------------------------

Robert J. Bobb, Chairman
Harold N. Chefitz
Walter R. Maupay, Jr.

PERFORMANCE GRAPH

The following graph shows a comparison of cumulative total returns during the
period commencing on June 30, 1996 and ending on June 30, 2001, for the Company,
the Nasdaq Market Composite Index and the Russell 2000 Index. The comparison
assumes $100 was invested on June 30, 1996, in the Common Stock of the Company,
the Nasdaq Market Composite Index, and the Russell 2000 Index, and assumes the
reinvestment of all dividends, if any. The performance graph begins with the
closing price of the Company's Common Stock on June 30, 1996, which was $13.38.

COMPARISON OF CUMULATIVE TOTAL RETURNS

[GRAPH OMITTED]

6/30/96 6/30/97 6/30/98 6/30/99 6/30/00 6/30/01
-----------------------------------------------------

KENSEY NASH CORPORATION 100 80 71 60 83 125

Nasdaq Market Composite Index 100 123 161 230 340 185

Russell 2000 Index 100 114 132 132 149 148

SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS

The following table sets forth, as of October 19, 2001, certain information with
respect to the beneficial ownership of the Company's Common Stock by (i) each
person known by the Company to own beneficially more than 5% of the outstanding
shares of Common Stock, (ii) each Company director, (iii) each of the Named
Executive Officers and (iv) all Company executive officers and directors as a
group.

AMOUNT AND NATURE OF PERCENT OF
NAMES AND ADDRESS BENEFICIAL OWNERSHIP (1) CLASS
---------------------------------------------------- ------------------------ ----------

Kenneth R. Kensey, M.D. (2)(4)...................... 1,576,327 14.8%
Joseph W. Kaufmann (3)(5)........................... 936,999 8.2
John E. Nash, P.E. (3)(6)........................... 635,000 6.0
Douglas G. Evans, P.E. (3)(7)....................... 557,716 5.0
Wendy F. DiCicco, CPA (8)........................... 56,625 *
Walter R. Maupay, Jr. (9)........................... 56,000 *
Harold N. Chefitz (10).............................. 40,000 *
Julie N. Broderick (11)............................. 38,816 *
Robert J. Bobb (12)................................. 35,000 *
Steven J. Lee (13).................................. 4,167 *
C. McCollister Evarts, M.D (14)..................... 4,167 *
All Executive Officers and Directors as a group
(11 persons)...................................... 3,940,817 32.6%

------------------
* Denotes less than one percent.

(1) Unless otherwise indicated below, the persons in the above table have sole
voting and investment power with respect to all shares owned by them.
(2) The address of the stockholder is c/o Visco Technologies, Inc., 15 East
Uwchlan Ave., Suite 414, Exton, Pennsylvania 19341.
(3) The address of the stockholder is c/o the Company, 55 East Uwchlan Ave.,
Exton, Pennsylvania 19341.
(4) Represents 1,576,327 shares of Common Stock held by the Kenneth Kensey
Revocable Trust and 7,500 stock options which may be exercised within 60
days. Excludes 18,750 shares of Common Stock held by the Kenneth Kensey
Gift Trust, to which Dr. Kensey disclaims beneficial interest. With respect
to 300,000 of the shares of Common Stock held by the Kenneth Kensey
Revocable Trust, Dr. Kensey has entered into "zero cost collars" pursuant
to which Dr. Kensey wrote call options to and purchased put options from
Bear, Stearns & Co. Inc.
(5) Represents 165,833 shares of Common Stock and 771,166 stock options which
may be exercised within 60 days.
(6) Represents 635,000 shares of Common Stock held by the John E. Nash
Revocable Trust.
(7) Represents 70,000 shares of Common Stock held by the Douglas G. Evans
Revocable Trust, 1,050 shares held indirectly by his minor children and
486,666 stock options which may be exercised within 60 days.
(8) Represents 56,625 stock options held by Ms. DiCicco which may be exercised
within 60 days.
(9) Represents 21,000 shares of Common Stock held by Mr. Maupay and 35,000
stock options which may be exercised within 60 days.
(10) Represents 5,000 shares of Common Stock held by the Chefitz Healthcare
Investment Account and 35,000 stock options held by Mr. Chefitz which may
be exercised within 60 days.
(11) Represents 13,150 shares of Common Stock held by Ms. Broderick and 25,666
stock options which may be exercised within 60 days.
(12) Represents 35,000 stock options held by Mr. Bobb which may be exercised
within 60 days.
(13) Represents 4,167 stock options held by Mr. Lee which may be exercised
within 60 days.
(14) Represents 4,167 stock options held by Dr. Evarts which may be exercised
within 60 days.

PROPOSAL 2
RATIFICATION OF APPOINTMENT OF AUDITORS

The Board of Directors, upon the recommendation of the Audit Committee, has
appointed Deloitte & Touche LLP, independent certified public accountants, as
auditors of the Company's financial statements for 2002. Deloitte & Touche LLP
has acted as auditors for the Company since 1990.

The Board of Directors has determined to afford stockholders the opportunity to
express their opinions on the matter of auditors, and, accordingly, is
submitting to the stockholders at the Annual Meeting a proposal to ratify the
Board of Directors' appointment of Deloitte & Touche LLP. If a majority of the
shares voted at the Annual Meeting, in person or by proxy, are not voted in
favor of the ratification of the appointment of Deloitte & Touche LLP, the Board
of Directors will interpret this as an instruction to seek other auditors. THE
BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE IN FAVOR OF THE
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS AUDITORS FOR THE
2002 FISCAL YEAR.
AUDIT COMMITTEE MATTERS

AUDIT COMMITTEE CHARTER -- The Audit Committee has adopted a charter which is
attached to this Proxy Statement as Exhibit A.

INDEPENDENCE OF AUDIT COMMITTEE MEMBERS -- The Company's Common Stock is listed
on the Nasdaq National Market and the Company is governed by the listing
standards applicable thereto. All members of the Audit Committee of the Board of
Directors have been determined to be "independent directors" pursuant to the
definition contained in Rule 4200(a)(145) of the National Association of
Securities Dealers' Marketplace rules.

AUDIT COMMITTEE REPORT -- In connection with the preparation and filing of the
Company's Annual Report on Form 10-K for the year ended June 30, 2001:

(1) the Audit Committee reviewed and discussed the audited financial
statements with the Company's management and the Company's independent
auditors, including meetings where the Company's management was not
present;

(2) the Audit Committee discussed with the Company's independent
accountants the matters required to be discussed by SAS 61;

(3) the Audit Committee discussed with the Company's independent auditors
the results of its audit and examination of the Company's consolidated
financial statements, its evaluation of the Company's internal
controls and the overall assessment of the quality of the Company's
financial accounting and reporting functions;

(4) the Audit Committee received and reviewed the written disclosures and
the letter from the Company's independent accountants required by the
Independence Standards Board Standard No. 1 (Independence Discussions
with Audit Committees) and discussed with the Company's independent
accountants any relationships that may impact their objectivity and
independence and satisfied itself as to the accountant's independence;
and

(5) based on the review and discussions referred to above, the Audit
Committee recommended to the Board that the audited financial
statements be included in the 2001 Annual Report on Form 10-K.

AUDIT COMMITTEE
-----------------------------------------
C. McCollister Evarts, M.D., Chairman
Steven J. Lee
Robert J. Bobb

It is expected that representatives of Deloitte & Touche LLP will be present at
the meeting and will be available to respond to questions. They will be given an
opportunity to make a statement if they desire to do so.

MISCELLANEOUS AND OTHER MATTERS

SOLICITATION -- The cost of this proxy solicitation will be borne by the
Company. The Company may request banks, brokers, fiduciaries, custodians,
nominees and certain other record holders to send proxies, proxy statements and
other materials to their principals at the Company's expense. Such banks,
brokers, fiduciaries, custodians, nominees and other record holders will be
reimbursed by the Company for their reasonable out-of-pocket expenses of
solicitation. The Company does not anticipate that costs and expenses incurred
in connection with this proxy solicitation will exceed an amount normally
expended for a proxy solicitation for an election of directors in the absence of
a contest.

AUDIT FEES -- The Company has been billed a total of approximately $74,000 by
Deloitte & Touche, LLP, the Company's independent auditors, for professional
services rendered in connection with the audit of its consolidated financial
statements for the fiscal year ended June 30, 2001, its review of unaudited
interim financial statements included in each of the Company's Forms 10-Q filed
during the last fiscal year and accounting consultations regarding generally
accepted accounting principals.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES -- The Company has
not incurred any fees in connection with financial information systems design
and implementation during the fiscal year ended June 30, 2001.

ALL OTHER FEES -- The Company has been billed a total of approximately $57,400
for all other services rendered by Deloitte & Touche that are not set forth
above.

PROPOSALS OF STOCKHOLDERS -- Proposals of stockholders intended to be considered
at the 2002 Annual Meeting of Stockholders must be received by the Secretary of
the Company not less than 120 days nor more than 150 days prior to October 31,
2002.

OTHER BUSINESS -- The Board of Directors is not aware of any other matters to be
presented at the Annual Meeting other than those mentioned in the Company's
Notice of Annual Meeting of Stockholders enclosed herewith. If any other matters
are properly brought before the Annual Meeting, however, it is intended that the
persons named in the proxy will vote as the Board of Directors directs.

ADDITIONAL INFORMATION -- THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS
AUDIT COMMITTEE CHARTER, AS FILED WITH THE SEC, AND ITS ANNUAL REPORT ON FORM
10-K FOR ITS 2001 FISCAL YEAR, AS FILED WITH THE SEC, INCLUDING THE FINANCIAL
STATEMENTS AND SCHEDULES THERETO, UPON THE WRITTEN REQUEST OF ANY PERSON WHO IS
A STOCKHOLDER AS OF THE RECORD DATE, AND WILL PROVIDE COPIES OF THE EXHIBITS TO
SUCH ANNUAL REPORT UPON PAYMENT OF A REASONABLE FEE WHICH SHALL NOT EXCEED THE
COMPANY'S REASONABLE EXPENSES INCURRED IN CONNECTION THEREWITH. REQUESTS FOR
SUCH MATERIALS SHOULD BE DIRECTED TO KENSEY NASH CORPORATION--INVESTOR
RELATIONS, 55 EAST UWCHLAN AVENUE, EXTON, PENNSYLVANIA 19341, ATTENTION:
SECRETARY.

By order of the Board of Directors,

/s/ Joseph W. Kaufmann
---------------------------------------
Joseph W. Kaufmann
President and Secretary

Exton, Pennsylvania
November 5, 2001

EXHIBIT A

KENSEY NASH CORPORATION
AUDIT COMMITTEE CHARTER

A. PURPOSE

The Audit Committee (the "Committee") shall provide assistance to the
members of the Board of Directors (the "Board") of Kensey Nash Corporation (the
"Company") in fulfilling their oversight functions. In so doing, it shall be the
responsibility of the Committee to maintain free and open means of communication
between the members of the Board, the Company's independent public accountants
who audit the Company's financial statements (the "Auditors"), and the Company's
financial management. The Board shall have the ultimate authority and
responsibility, based upon recommendations from the Committee, to select, and
where appropriate, replace the Auditors, who are ultimately accountable to the
Board and the Committee.

The functions of the Committee are enumerated in Section C of this Charter.

While the Committee has the functions set forth in this Charter, it is not
the duty of the Committee to plan or conduct audits or to determine that the
Company's financial statements are complete and accurate or are in accordance
with generally accepted accounting principles. The responsibility to plan and
conduct audits is that of the Auditors. The Company's management has the
responsibility to determine that the Company's financial statements are complete
and accurate and in accordance with generally accepted accounting principles. It
is also not the duty of the Committee to assure the Company's compliance with
laws and regulations or compliance with the Company's code of ethical conduct.
The primary responsibility for these matters rests with the Company's
management.

In its oversight capacity, the Committee is neither intended nor equipped
to guarantee with certainty to the full Board and stockholders the accuracy and
quality of the Company's financial statements and accounting practices. Nor is
it the duty of the Committee to assure the Company's compliance with laws and
regulations. The primary responsibility for these matters also rests with the
Company's management. The Committee can do no more than rely upon information
it receives, questions and assesses in fulfilling its functions.

B. COMPOSITION

The Committee shall be comprised of members who shall satisfy the
requirements of the National Association of Securities Dealers ("NASD") for
companies listed on the Nasdaq National Market ("Nasdaq"), including the
following:

1) The Committee shall consist of at least three (3) independent
directors, who shall serve at the pleasure of the Board. Each Committee
member shall be financially literate or shall become financially
literate within a reasonable period after his or her appointment to the
Committee, and further, at least one member of the Committee shall have
accounting or related financial management expertise.

2) Committee members and the Committee Chairman shall be designated by
the full Board.

EXHIBIT A

C. FUNCTIONS

The Committee's functions may be divided into the following general
categories: (1) assessing processes related to risks and control
environment, (2) overseeing financial reporting and (3) evaluating internal
and independent audit processes. The Committee shall:

Risk and Control Environment Processes

a. Assist the Board of the Company in fulfilling its oversight
functions with respect to the quality, integrity and annual
independent audit of the Company's financial statements.

b. Review this Charter at least annually as conditions dictate.

c. Perform such other functions as assigned by law, the Company's
certificate of incorporation or bylaws, or the Board.

Reporting Process

a. Review with management and the Auditors the Company's annual
financial statements to be included in the Company's annual
report on Form 10-K.

b. Review the interim financial statements with management and the
Auditors. The Chairman of the Committee may represent the entire
Committee for the purposes of this review.

c. Prepare a report for inclusion in the Company's proxy statement,
which report will satisfy the requirements of Item 7(e)(3) of
Schedule 14A under the Securities Exchange Act of 1934. In
addition, the Committee will provide any other audit
committee-related disclosure, in filings with the Securities and
Exchange Commission or otherwise required by applicable
securities laws, rules and regulations or by the rules of any
securities exchange or market on which securities of the Company
are listed.

d. Discuss with the Auditors their judgments about the quality, not
just the acceptability, of the Company's accounting principles
and financial disclosure practices used or proposed and the
appropriateness of significant management judgments.

Internal and Independent Audit Process

a. Recommend to the Board the selection of the Auditors,
considering, among other things, independence and effectiveness.
The Committee shall review and discuss with the Auditors all
significant relationships the Auditors have with the Company to
determine the Auditors' independence. The Committee shall also be
responsible for approving the fees and other compensation to be
paid to the Auditors. The Committee shall receive from the
Auditors a formal written statement delineating all relationships
affecting objectivity and independence between the Auditors and
the Company.

b. Review the performance of the Auditors and recommend to the Board
any proposed discharge of the Auditors when circumstances
warrant.

EXHIBIT A

c. Review any significant disagreements between management and the
Auditors in connection with the preparation of the Company's
financial statements.

d. Review with the Auditors and management the extent to which
changes or improvements in financial or accounting practices, as
approved by the Committee, have been implemented.

e. Provide an open avenue of communication among the Auditors,
management and the Board.

D. MEETINGS

The Committee shall hold such regular meetings as may be necessary and
such special meetings as may be called by the Chairman of the Committee or at
the request of the Auditors or management. Members of senior management, the
Auditors or others may attend meetings of the Committee at the invitation of the
Committee and shall provide pertinent information as necessary. The Committee
shall meet with the Auditors and management in separate executive sessions to
discuss any matters that the Committee or these groups believe should be
discussed privately with the Committee.

The Chairman of the Committee shall set the agenda of each meeting and
arrange for the distribution of the agenda, together with supporting material,
to the Committee members prior to each meeting.

E. COMMUNICATION WITH THE BOARD OF DIRECTORS

The Committee shall, after each meeting, report its activities, findings
and conclusions to the full Board by recording meeting minutes. Copies of all
meeting minutes will be kept on hand for review by the Auditors and in support
of the Company's compliance with the requirements of the NASD for companies
listed on the Nasdaq.

June 14, 2000

PROXY KENSEY NASH CORPORATION

Marsh Creek Corporate Center - East Uwchlan Avenue - Exton, Pennsylvania 19341

PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 5, 2001

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder(s) hereby appoints Joseph W. Kaufmann and
Douglas G. Evans, and each of them, with full power of substitution, as
attorneys and proxies for and in the name and place of the undersigned, and
hereby authorizes each of them to represent and to vote all of the shares of
Common Stock of Kensey Nash Corporation (the "Company") held of record by the
undersigned as of October 19, 2001 which the undersigned is entitled to vote at
the Annual Meeting of Stockholders to be held on December 5, 2001, at the
offices of Kensey Nash Corporation, 55 East Uwchlan Avenue, Exton, Pennsylvania
19341 at 10:00 a.m., local time, and at any adjournment thereof.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR ALL NOMINEES
LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2.

1. ELECTION OF DIRECTORS:

<Table>

[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below
</Table>

--------------------------------------------------------------------------------
(Instruction: to withhold authority to vote for any individual nominee, strike a
line through the nominee's name below)

<Table>

John E. Nash, P.E. Robert J. Bobb
(term to expire in 2004) (term to expire in 2004)
</Table>

2. PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE
INDEPENDENT AUDITORS OF THE COMPANY'S FINANCIAL STATEMENTS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Each of the persons named as proxies herein are authorized, in such person's
discretion, to vote upon such other matters as may properly come before the
Annual Meeting.
(Continued and to be signed and dated on reverse side.)

THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED IN A TIMELY MANNER, WILL BE
VOTED AT THE ANNUAL MEETING AND AT ANY ADJOURNMENT THEREOF IN THE MANNER
DESCRIBED HEREIN. IF NO CONTRARY INDICATION IS MADE THE PROXY WILL BE VOTED FOR
ALL NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2, AND IN ACCORDANCE WITH THE
JUDGMENT OF THE PERSONS NAMED AS PROXIES HEREIN ON ANY OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE ANNUAL MEETING.

Dated , 2001

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

-------------------------------------------
Signature(s)

PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

[ ] MARK HERE FOR ADDRESS CHANGE AND NOTE
AT LEFT

This Proxy must be signed exactly as your name appears hereon. When shares are
held by joint tenants, both should sign. Attorneys, executors, administrators,
trustees and guardians should indicate their capacities. If the signer is a
corporation, please print full corporate name and indicate capacity of duly
authorized officer executing on behalf of the corporation. If the signer is a
partnership, please print full partnership name and indicate capacity of duly
authorized person executing on behalf of the partnership.