SECURITES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   ----------

                                   FORM 8-K/A

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                                   ----------

Date  of  Report                              Date  of  earliest  event reported
July  17,  2001                                         May  4,  2001

                         CARDIOTECH INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

                                    000-28034
                            (Commission File Number)

Massachusetts                                          04-3186647
(State  or  other                                    (IRS  Employer
jurisdiction  of                                   Identification  No.)
incorporation)

                               78E Olympia Avenue
                                Woburn, MA 01801
              (Address of principal executive offices) (Zip Code)

Registrant's  telephone  number,  including  area  code:  (781)  933-4772




The  purpose  of  this  report  is  to  amend the CardioTech International, Inc.
Current  Report  on  Form  8-K dated May 18, 2001 relative to the acquisition of
CMED  Catheter  and  Disposables  Technology,  Inc.  ("CDT").  Included  in this
amendment  are Item 2, financial statements of business acquired (Item 7(a)) and
pro  forma  financial  information  (Item  7(b)).


Item  2.  Acquisition  or  Disposition  of  Assets

     On May 4, 2001, CardioTech International, Inc., a Massachusetts corporation
("Cardiotech"), completed the acquisition of all the shares of CMED Catheter and
Disposables  Technology,  Inc.,  a  Minnesota corporation ("CDT"), from Colorado
Medtech,  Inc.,  a  Colorado  corporation ("Medtech") pursuant to an Acquisition
Agreement  dated as of April 30, 2001, by and among Cardiotech, CDT and Medtech.

     CDT  is  an  original  equipment  manufacturer;  supplier  of  specialized
disposable  medical devices to medical device companies from concept to finished
packaged,  sterile  product; and uses its experience in the design, development,
prototyping  and  manufacturing  to  provide  turnkey  contract  services. CDT's
facility  is ISO 9001 and EN 46001 certified and includes a "Class 10,000" clean
room.


     The  consideration  paid  by Cardiotech to Medtech was $1,300,000 in a cash
payment,  $130,000  of which was placed into escrow pursuant to the terms of the
agreement.  The  cash  consideration used in the purchase came from Cardiotech's
working  capital.  In  connection  with the transaction, Cardiotech acquired net
assets  of  CDT having a book value of approximately $375,000. Additionally, the
Company  incurred  transaction  costs of approximately $130,000. The acquisition
will  be  accounted  for  in  accordance with the purchase method of accounting.
Accordingly  the Company will allocate the excess purchase price over net assets
acquired  at  their  fair  market  value  to  identifiable intangible assets and
goodwill. Operations of CDT will be included in CardioTech's operations from the
date  of  the  acquisition.

     The  description  contained  herein  of the transaction is qualified in its
entirety  by reference to the Acquisition Agreement (Exhibit 2.1), and a copy of
CardioTech's  press  release  announcing  the purchase (Exhibit 99.1), copies of
which were previously filed in CardioTech's Current Report on Form 8-K dated May
18,  2001,  and  are  incorporated  herein  by  reference.


                                       1.

Item  7.  Financial Statements, Pro Forma Financial Information and Exhibits

(a)  Financial  statements  of  business  acquired.


                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----
Independent Auditor's Report                                                  3.
Balance Sheet as of March 31, 2001                                            4.
Statement of Operations for the 12 Months Ended March 31, 2001                5.
Statement of Parent Company's Investment and Other Comprehensive
  Loss for the 12 Months Ended March 31, 2001                                 6.
Statement of Cash Flows for the 12 Months Ended March 31, 2001                7.
Notes to Financial Statements                                                 8.


                                       2.

REPORT  OF  INDEPENDENT  PUBLIC  ACCOUNTANTS


To CMED Catheter and Disposables Technology, Inc.:

We  have audited the accompanying balance sheet of CMED Catheter and Disposables
Technology,  Inc.  (the  Company)  (a  Minnesota  corporation  and  wholly owned
subsidiary  of  Colorado  Medtech,  Inc.)  as  of March 31, 2001 and the related
statement  of  operations,  parent  company's investment and other comprehensive
loss  and  cash  flows  for  the 12 months ended March 31, 2001. These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States.  Those  standards  require that we plan and perform the
audit  to obtain reasonable assurance about whether the financial statements are
free  of  material  misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit  also  includes  assessing  the accounting principles used and significant
estimates  made  by  management,  as  well  as  evaluating the overall financial
statement  presentation.  We  believe that our audit provides a reasonable basis
for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects, the financial position of CMED Catheter and Disposables
Technology,  Inc. as of March 31, 2001 and the results of its operations and its
cash  flows for the 12 months ended March 31, 2001 in conformity with accounting
principles  generally  accepted  in  the  United  States.



                                                        /s/  Arthur Andersen LLP



Boston,  Massachusetts
July  6,  2001


                                       3.



CMED  CATHETER  AND
DISPOSABLES  TECHNOLOGY,  INC.
(A Wholly Owned Subsidiary of Colorado Medtech, Inc.)

Balance  Sheet
as  of  March  31,  2001

                          ASSETS

                                                               
Current Assets:
  Cash and cash equivalents                                       $ 95,020
  Accounts receivable, net of allowance of approximately $40,000   661,706
  Inventory                                                         67,915
  Prepaid expenses and other current assets                            757
                                                                  ---------

      Total current assets                                         825,398
                                                                  ---------

Property and Equipment, at cost:
  Manufacturing and office equipment                               231,539
  Computer equipment                                               128,020
  Leasehold improvements                                            38,019
                                                                  ---------

                                                                   397,578

Less-Accumulated depreciation and amortization                     312,083
                                                                  ---------

                                                                    85,495
                                                                  ---------
Investments                                                         33,750
                                                                  ---------

                                                                  $944,643
                                                                  =========

LIABILITIES AND EQUITY

Current Liabilities:
  Accounts payable                                                $ 58,213
  Accrued expenses                                                 173,308
  Customer deposits                                                199,187
                                                                  ---------

      Total current liabilities                                    430,708
                                                                  ---------
Commitments and Contingencies (Note 4)
Equity:
  Parent company investment                                        523,935
  Accumulated other comprehensive loss                             (10,000)
                                                                  ---------

                                                                   513,935
                                                                  ---------

      Total liabilities and equity                                $944,643
                                                                  =========


The accompanying notes are an integral part of these financial statements.


                                       4.



CMED  CATHETER  AND
DISPOSABLES  TECHNOLOGY,  INC.
(A Wholly Owned Subsidiary of Colorado Medtech, Inc.)

Statement  of  Operations
for the 12 Months Ended March 31, 2001

                                                               
Revenues                                                          $ 2,391,691

Cost of Revenues                                                    1,675,940
                                                                  ------------
Gross Profit                                                          715,751
                                                                  ------------

Operating Expenses:
  Selling, general and administrative                                 595,263
  Goodwill impairment                                               1,321,656
                                                                  ------------

      Total operating expenses                                      1,916,919
                                                                  ------------

      Loss from operations                                         (1,201,168)

Other Income                                                           16,507
                                                                  ------------

Net Loss Before Income Taxes Benefit                               (1,184,661)

Income Taxes Benefit                                                  450,000
                                                                  ------------

Net Loss                                                          $  (734,661)
                                                                  ============


The  accompanying  notes  are  an  integral  part of these financial statements.


                                       5.



CMED  CATHETER  AND
DISPOSABLES  TECHNOLOGY,  INC.
(A Wholly Owned Subsidiary of Colorado Medtech, Inc.)

Statement of Parent Company's Investment and Other
Comprehensive  Loss
for  the  12  Months  Ended  March  31,  2001

                                             NET         ACCUMULATED
                                            PARENT          OTHER
                                           COMPANY      COMPREHENSIVE      TOTAL      COMPREHENSIVE
                                          INVESTMENT    INCOME (LOSS)     EQUITY          LOSS
                                                                         
Balance, March 31, 2000                  $ 1,758,736   $       26,000   $1,784,736

  Net activity with parent company          (500,140)               -     (500,140)
  Unrealized loss on available-for-sale
    investment, net of applicable taxes            -          (36,000)     (36,000)  $      (36,000)
  Net loss                                  (734,661)               -     (734,661)        (734,661)
                                         ------------  ---------------  -----------  ---------------

      Comprehensive loss for the year
      ended March 31, 2001                                                           $     (770,661)
                                                                                     ===============

Balance, March 31, 2001                  $   523,935   $      (10,000)  $  513,935
                                         ============  ===============  ===========


The  accompanying  notes  are  an  integral  part of these financial statements.


                                       6.



CMED  CATHETER  AND
DISPOSABLES  TECHNOLOGY,  INC.
(A Wholly Owned Subsidiary of Colorado Medtech, Inc.)

Statement  of  Cash  Flows
For the 12 Months Ended March 31, 2001

                                                                                
Cash Flows from Operating Activities:
  Net loss                                                                         $ (734,661)
  Adjustments to reconcile net loss to net cash provided by operating activities-
    Depreciation and amortization                                                      56,672
    Goodwill impairment                                                             1,321,656
    Noncash tax effect of unrealized loss on investment                                24,630
    Changes in current assets and liabilities:
      Accounts receivable                                                            (146,931)
      Unbilled revenue                                                                 64,957
      Inventory                                                                        43,023
      Prepaid expenses and other current assets                                        10,539
      Accounts payable                                                                (35,013)
      Accrued expenses                                                               (128,969)
      Customer deposits                                                               106,437
                                                                                   -----------

         Net cash provided by operating activities                                    582,340
                                                                                   -----------

Cash Flows from Investing Activities:
  Purchases of property and equipment                                                 (22,845)
                                                                                   -----------

Cash Flows from Financing Activities:
  Change in parent company investment                                                (500,140)
                                                                                   -----------

Net Increase in Cash and Cash Equivalents                                              59,355
                                                                                   -----------

Cash and Cash Equivalents, beginning of period                                         35,665
                                                                                   -----------

Cash and Cash Equivalents, end of period                                           $   95,020
                                                                                   ===========


The  accompanying  notes  are  an  integral  part of these financial statements.


                                       7.

CMED  CATHETER  AND
DISPOSABLES  TECHNOLOGY,  INC.
(A Wholly Owned Subsidiary of Colorado Medtech, Inc.)

Notes  to  Financial  Statements
March  31,  2001


(1)  OPERATIONS  AND  SIGNIFICANT  ACCOUNTING  POLICIES

     CMED  Catheter  and  Disposables  Technology, Inc. (CDT or the Company) was
     incorporated  in  April 1986. CDT specializes in the custom development and
     manufacture  of  unique  medical disposable products and the sale of custom
     equipment for the manufacture of these products. On May 4, 2001, CardioTech
     International,  Inc.  (Cardiotech),  a Massachusetts corporation, completed
     the  acquisition  of  all  the  shares  of CDT, from Colorado Medtech, Inc.
     (CMED),  a Colorado corporation, pursuant to an Acquisition Agreement dated
     as  of  April  30,  2001,  by  and  among  Cardiotech,  CDT  and  CMED. The
     consideration  paid by Cardiotech to CMED was $1,300,000 in a cash payment,
     $130,000 of which was placed into escrow for a period of 12 months pursuant
     to  the  terms  of  the  agreement.  In  connection  with this transaction,
     Cardiotech  acquired certain assets and assumed certain liabilities of CDT.

     CDT  was  a  wholly  owned  subsidiary  of  Colorado Medtech, Inc. (CMED or
     Parent),  a  public  company.  These financial statements have been derived
     from  the  consolidated financial statements and accounting records of CMED
     using  the  historical  results  of  operations and historical basis of the
     assets  and  liabilities  of  CDT.  Management  believes  the  assumptions
     underlying  the financial statements are reasonable. However, the financial
     statements  included  herein  may  not necessarily reflect CDT's results of
     operations,  financial  position  and  cash flows in the future or what its
     results  of  operations,  financial position and cash flows would have been
     had  CDT  been  a  stand-alone  company  during  the  periods  presented.

     The  financial  statements have been prepared in accordance with accounting
     principles generally accepted in the United States and include all accounts
     that  are  directly  attributable  to  CDT.  Certain  of CMED's assets that
     benefited  more than one of its business segments have not been included in
     the  accompanying  financial  statements.  However,  an allocation of costs
     attributable  to  these  assets  has  been  included  in  the  accompanying
     statement  of  operations (see Note 3). CMED uses a centralized approach to
     cash  management  and the financing of its consolidated operations. Changes
     in the parent company's investment represent any funding required from CMED
     for working capital or capital expenditure requirements after giving effect
     to  CDT's transfers of its cash flows from operations to or from CMED along
     with  the recognition of a tax benefit used by the Parent filing taxes on a
     consolidated basis (see Note 2).

     The  accompanying  financial  statements reflect the application of certain
     significant  accounting policies as described in this note and elsewhere in
     the  accompanying  financial  statements  and  notes.

     (a)  CASH  EQUIVALENTS

          Cash  equivalents  are  stated at cost, which approximates fair market
          value, and have maturities of 90 days or less at the date of purchase.

     (b)  INVESTMENTS

          Investments  consist  of  marketable  equity  securities,  which  are
          classified as available-for-sale and, accordingly, are carried at fair
          market  value  with  unrealized  gains  and  losses reflected in other
          comprehensive  income  (loss).

     (c)  CONCENTRATIONS  OF  CREDIT  RISK,  SIGNIFICANT  CUSTOMERS  AND LIMITED
          SUPPLIERS

          The  financial  instruments  that  potentially  subject  CDT  to
          concentrations  of  credit  risk are cash and accounts receivable. CDT
          has  no  significant  off-balance-sheet concentrations such as foreign


                                       8.

CMED  CATHETER  AND
DISPOSABLES  TECHNOLOGY,  INC.
(A Wholly Owned Subsidiary of Colorado Medtech, Inc.)

          exchange  contracts,  options  contracts  or  other  foreign  hedging
          arrangements.  CDT's  cash  holdings  are held in accredited financial
          institutions.

          For the 12 months ended March 31, 2001, three customers, each of which
          contributed  more  than 10% of revenues, accounted for an aggregate of
          61%  of revenues. As of March 31, 2001, two customers accounted for an
          aggregate  of  65%  of  CDT's  accounts  receivable  balance.

     (d)  INVENTORIES

          Inventories  are  stated at the lower of cost (first-in, first out) or
          market  and  consist  primarily  of  raw  materials at March 31, 2001.

     (e)  DEPRECIATION  AND  AMORTIZATION

          CDT provides for depreciation and amortization using the straight-line
          method  and  charges  to  operations amounts estimated to allocate the
          cost  of  the  assets  over  their estimated useful lines, as follows:

                                                                ESTIMATED
                                                               USEFUL LIFE

                  Manufacturing  and  office  equipment        5  years
                  Computer  equipment                          3  years
                  Leasehold  improvements                       Life of lease

     (f)  LONG-LIVED  ASSETS

          Statement of Financial Accounting Standards (SFAS) No. 121, Accounting
          for  the  Impairment of Long-Lived Assets and for Long-Lived Assets to
          Be  Disposed  Of, requires the Company to continually evaluate whether
          events or circumstances have occurred that indicate that the estimated
          useful  life of its long-lived assets may warrant revision or that the
          carrying  value  of  these  assets may be impaired. To compute whether
          assets  have  been  impaired,  the  estimated gross cash flows for the
          estimated  remaining  useful  life  of  the assets are compared to the
          carrying  value. To the extent that the gross cash flows are less than
          the  carrying value, the assets are written down to the estimated fair
          value  of  the  asset.

          During  the  12  months  ended  March  31,  2001, due to the continual
          operating  losses  incurred  at  CDT  and the departure of certain key
          members of CDT management, the Company evaluated the carrying value of
          its goodwill. The evaluation compared the expected future undiscounted
          cash flows from CDT to the carrying amount of the goodwill. Based upon
          this  analysis, it was determined that expected future cash flows from
          CDT  were  negative; therefore, the entire carrying amount of goodwill
          was  written  off  as  an  impairment  charge.

     (g)  REVENUE  RECOGNITION

          CDT  recognizes  revenue  for nonproprietary products upon shipment of
          the  related products and recognizes revenues for engineering contract
          services  as  work  is  performed  on  a  time-and-materials basis and
          contract  requirements  are  met  provided  there  is  evidence  of an
          arrangement,  the  fee  is fixed or determinable and collectibility is
          probable.  Unanticipated  losses on engineering contracts are provided
          for,  in  full,  when  determinable.  Customer deposits represent cash
          received  in  advance  of  revenue  recognition.


                                       9.

CMED  CATHETER  AND
DISPOSABLES  TECHNOLOGY,  INC.
(A Wholly Owned Subsidiary of Colorado Medtech, Inc.)

     (h)  ACCUMULATED  OTHER  COMPREHENSIVE  LOSS

          CDT  applies Financial Accounting Standards Board (FASB) SFAS No. 130,
          Reporting  Comprehensive  Income, and presents such information in the
          statement  of  parent  company's  investment.  The Company's change in
          unrealized gain (loss) on available-for-sale investment represents the
          single component of accumulated other comprehensive loss of $10,000 at
          March  31,  2001.

     (i)  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

          The  carrying  amounts  of  CDT's financial instruments, which include
          cash  equivalents,  accounts  receivable, accounts payable and accrued
          expenses,  approximate  their  fair  value.

     (j)  USE  OF  ESTIMATES

          The  preparation of financial statements in conformity with accounting
          principles generally accepted in the United States requires management
          to  make estimates and assumptions that affect the reported amounts of
          assets  and  liabilities  and  disclosure  of  contingent  assets  and
          liabilities  at  the date of the financial statements and the reported
          amounts  of  revenues and expenses during the reporting period. Actual
          results  could  differ  from  those  estimates.

     (k)  DISCLOSURES  ABOUT  SEGMENTS  OF  AN  ENTERPRISE

          SFAS  No. 131, Disclosures about Segments of an Enterprise and Related
          Information, establishes standards for reporting information regarding
          operating  segments  and establishes standards for related disclosures
          about  products  and services and geographic areas. Operating segments
          are  identified  as  components  of an enterprise about which separate
          discrete  financial  information  is  available  for evaluation by the
          chief  operating  decision  maker, or decision making group, in making
          decisions  regarding resource allocation and assessing performance. To
          date,  CDT  has  viewed  its  operations  and  manages its business as
          principally  one  operating  segment.


                                      10.

CMED  CATHETER  AND
DISPOSABLES  TECHNOLOGY,  INC.
(A Wholly Owned Subsidiary of Colorado Medtech, Inc.)

(2)  INCOME  TAXES

     CDT  provides for income taxes in accordance with the pro-rate method under
     SFAS  No. 109, Accounting for Income Taxes. Income tax provisions (benefit)
     have  been  included  in the accompanying statement of operations as if CDT
     had  a tax-sharing arrangement with CMED. However, as CDT was included with
     CMED's  consolidated  income  tax returns, income tax payments and deferred
     tax  items  were  the  responsibility  of CMED. Accordingly, tax assets and
     liabilities  attributable  to  CDT have been included in the parent company
     investment  in  the  accompanying  balance  sheet.

(3)  RELATED  PARTY  TRANSACTIONS

     As  indicated  in  Note  1,  CDT  was  a  wholly  owned subsidiary of CMED;
     consequently,  these  financial  statements  have  been  derived  from  the
     consolidated  financial  statements  and  accounting  records  of  CMED and
     reflect  significant  assumptions  and  allocations.

     The  statement  of  operations  includes expenses that are allocated to the
     Company  by the Parent. These expenses include, among other things, support
     services  such  as  financial,  computer, legal, sales, marketing, customer
     support, accounting and executive management advisory functions, as well as
     rent  and  administrative  costs.  The Company recorded expenses of $66,096
     relating  to these allocations in the 12 months ended March 31, 2001, which
     the  Company  believes represents arm's-length costs and which are included
     in  selling,  general  and  administrative in the accompanying statement of
     operations.

(4)  COMMITMENTS & CONTINGENCIES

     The  Company  is,  from  time  to  time,  subject  to claims arising in the
     ordinary  course  of  business.  While the outcome cannot be predicted with
     certainty,  management  does  not  expect  these matters to have a material
     adverse  effect  on  the  consolidated  results of operations and financial
     condition  of  the  Company.


                                      11.

     (b)  Pro  forma  financial  information.


                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----
Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2001    13.

Unaudited Pro Forma Condensed Combined Statement of Operations for the
   12  Months  Ended  March  31,  2001                                       14.

Notes to Unaudited Pro Forma Condensed Combined Financial Information        15.


     The  accompanying  pro  forma  condensed combined financial information are
prepared to illustrate the estimated effects of CardioTech International, Inc.'s
(the  "Company"  or  "CardioTech")  acquisition of CMED Catheter and Disposables
Technology, Inc. ("CDT"), accounted for under the purchase method of accounting.
The  pro  forma condensed combined balance sheet combines CardioTech's March 31,
2001  consolidated  balance  sheet  with  CDT's March 31, 2001 balance sheet and
gives  effect  to  the  pro  forma transactions as if they occurred on March 31,
2001,  the  last  day of the Company's most recently completed fiscal year.  The
pro forma condensed consolidated statement of operations for the 12 months ended
March  31,  2001  combines  CardioTech's  and  CDT's  historical results for the
respective  period  and  gives  effect  to the pro forma transactions as if they
occurred  on  April  1,  2000.

     Based  on the timing of the closing of the transaction, the finalization of
the  integration  plans  and  other  factors, the final purchase adjustments may
differ  materially  from  those  presented  in  the pro forma condensed combined
financial information. A final appraisal of the intangibles will be performed as
of the closing date and the allocation adjusted accordingly. The effect of these
adjustments on the results of operations will depend on the nature and amount of
the  assets  or  liabilities  adjusted.

     The  unaudited  pro forma condensed combined financial information does not
purport  to  represent  what  the  consolidated financial position or results of
operations actually would have been if the acquisition, in fact, had occurred on
March  31,  2001  or  on  April 1, 2000 or to project the consolidated financial
position  or  results  of operations as of any future date or any future period.
CardioTech  is developing plans for integration of CDT and has not determined if
there  will  be any cost savings. This information should be read in conjunction
with  historical  consolidated  financial  statements  of  CardioTech  and  CDT,
including  the  related  notes  and  other  financial  information.


                                      12.



                              UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
                                                 MARCH 31, 2001

                                                        HISTORICAL
                                                -----------------------    PRO FORMA
                                                 CARDIOTECH      CDT      ADJUSTMENTS             PRO FORMA
                                                    (1)          (2)          (3)                  COMBINED
                                                ------------  ---------  -------------           ------------
                                                                                  
ASSETS
Current Assets:
  Cash and cash equivalents                     $ 5,110,000   $ 95,000   $ (1,430,000)  (B) (C)  $ 3,775,000
  Accounts receivable                               152,000    662,000              -                814,000
  Inventory                                          74,000     68,000              -                142,000
  Other current assets                               63,000      1,000              -                 64,000
                                                ------------  ---------  -------------           ------------
    Total current assets                          5,399,000    826,000     (1,430,000)             4,795,000

Property and equipment, net                         330,000     85,000              -                415,000
Cash in escrow                                      712,000          -              -                712,000
Other non-current assets, net                       810,000     34,000              -                844,000
Acquired intangibles                                      -          -        916,000       (A)      916,000
                                                ------------  ---------  -------------           ------------

Total Assets                                    $ 7,251,000   $945,000   $   (514,000)           $ 7,682,000
                                                ============  =========  =============           ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts payable                              $   382,000   $ 58,000   $          -            $   440,000
  Accrued expenses                                  345,000    174,000              -                519,000
  Deferred revenues                                  92,000    199,000              -                291,000
                                                ------------  ---------  -------------           ------------
    Total Current Liabilities                       819,000    431,000              -              1,250,000

Long-term obligations                               378,000          -              -                378,000
                                                ------------  ---------  -------------           ------------

Total Liabilities                                 1,197,000    431,000              -              1,628,000
                                                ------------  ---------  -------------           ------------

Stockholders' Equity:
  Common stock                                       85,000          -              -                 85,000
  Additional paid-in capital                     14,680,000          -              -             14,680,000
  Net parent company investment                           -    524,000       (524,000)      (D)            -
  Accumulated deficit                            (8,226,000)         -              -             (8,226,000)
  Accumulated other comprehensive loss                    -    (10,000)        10,000       (D)            -
  Notes receivable from officers and consultants   (445,000)         -              -               (445,000)
                                                ------------  ---------  -------------           ------------
                                                  6,094,000    514,000       (514,000)             6,094,000
  Less: Treasury stock, at cost                     (40,000)                                         (40,000)
                                                ------------  ---------  -------------           ------------
                                                  6,054,000    514,000       (514,000)             6,054,000
                                                ------------  ---------  -------------           ------------

Total Liabilities and Stockholders' Equity      $ 7,251,000   $945,000   $   (514,000)           $ 7,682,000
                                                ============  =========  =============           ============



                                      13.



                  UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
                              FOR THE 12 MONTHS ENDED MARCH 31, 2001

                                               HISTORICAL
                                       --------------------------
                                        CARDIOTECH       CDT         PRO FORMA          PRO FORMA
                                           (1)           (2)        ADJUSTMENTS          COMBINED
                                       ------------  ------------  -------------       ------------
                                                                        
Total Revenues                         $ 1,543,000   $ 2,392,000   $          -        $ 3,935,000
                                       ------------  ------------  -------------       ------------

Expenses:
  Cost of revenues                         914,000     1,676,000              -          2,590,000
  Research and development                 410,000             -              -            410,000
  Selling, general and administrative    1,736,000       595,000              -          2,331,000
  Goodwill impairment                            -     1,322,000     (1,322,000)  (E)            -
  Amortization of acquired intangibles           -             -        183,000   (E)      183,000
                                       ------------  ------------  -------------       ------------
                                         3,060,000     3,593,000     (1,139,000)         5,514,000
                                       ------------  ------------  -------------       ------------
Loss from operations                    (1,517,000)   (1,201,000)     1,139,000)        (1,579,000)

Other income                             7,222,000        16,000              -          7,238,000
                                       ------------  ------------  -------------       ------------

Net income (loss) before benefit
  for income taxes                       5,705,000    (1,185,000)     1,139,000          5,659,000
Income taxes benefit                             -       450,000       (450,000)   (F)           -
                                       ------------  ------------  -------------       ------------

Net income (loss)                      $ 5,705,000   $  (735,000)  $    689,000        $ 5,659,000
                                       ============  ============  =============       ============

Net income (loss) per share:
  Basic                                                                                $      0.67
                                                                                       ============
  Diluted                                                                              $      0.60
                                                                                       ============

Shares used in computing net income
(loss) per share:
  Basic                                                                                  8,424,374
                                                                                       ============
  Diluted                                                                                9,393,742
                                                                                       ============



                                      14.

      NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

NOTE  1.     BASIS  OF  PRESENTATION

     The unaudited pro forma condensed combined statements of operations for the
12  months  ended  March  31,  2001  give  effect  to  the acquisition as if the
transaction had occurred at the beginning of the period presented. The unaudited
pro forma condensed combined balance sheet of March 31, 2001 gives effect to the
acquisition  as  if  it  had occurred on March 31, 2001. The unaudited pro forma
condensed combined financial information is based upon a preliminary calculation
of  the  purchase  price  and  a  preliminary  purchase  price.  The  unaudited
information  will  change  based  upon  the  actual  closing.



Below  is  a  table  of  the  estimated  purchase  price:

                                                   Total
                                                 ----------
                                              
Estimated purchase price:
  Cash paid                                      $1,300,000
  Estimated acquisition-related fees and expenses   130,000
                                                 ----------

    Total estimated purchase price               $1,430,000
                                                 ==========

Below is a table of the preliminary purchase price allocation:

                                                   Total
                                                 ----------
Estimated purchase price allocation:
  Net tangible assets acquired                   $  514,000
  Acquired intangibles                              916,000
                                                 ----------

    Total estimated purchase price allocation    $1,430,000
                                                 ==========


NOTE  2.     PRO  FORMA  ADJUSTMENTS

     Adjustments  to  record the purchase of CDT on the March 31, 2001 unaudited
pro  forma  condensed  combined  balance  sheet  are  as  follows:

          (A)  To  record  acquired  intangibles  of  $916,000.

          (B)  To  record  payment of acquirsition related expenses of $130,000.

          (C)  To  record  cash  paid  at  acquisition  of  $1,300,000.

          (D)  To  eliminate  equity  accounts  of  CDT.

          Adjustments  to  record  amortization  of  acquired intangibles in the
unaudited pro forma condensed combined statement of operations for the 12 months
ended March  31,  2001:

          (E)  Elimination  of  previous  goodwill  and related amortization and
               amortization  of  acquired  intangibles  as  a  result  of  this
               transaction  of $183,000.

          (F)  Elimination of CDT Income tax benefit.


                                      15.

SIGNATURES

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



Date:   July 17, 2001                        CARDIOTECH  INTERNATIONAL,  INC.



                                              By:    /s/  Michael  Szycher
                                                     --------------------------
                                                     Michael  Szycher,  Ph.D.
                                                     Chief  Executive  Officer


                                      16.