As filed with the Securities and Exchange Commission on April 12, 2002.
Registration No.________
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
__________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________
BIO-VASCULAR, INC.
(Exact name of registrant as specified in its charter)

Minnesota 41-1526554
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

_____________
2575 University Avenue
St. Paul, Minnesota 55114
(651) 603-3700
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
__________
Connie L. Magnuson
Vice President - Finance and Chief Financial Officer
2575 University Avenue
St. Paul, Minnesota 55114
(651) 603-3700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_______________
Copies to:
Michael J. Kolar, Esq.
Oppenheimer Wolff & Donnelly LLP
Plaza VII, 45 South Seventh Street, Suite 3300
Minneapolis, Minnesota 55402
(612) 607-7000
_______________

Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
_______________

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

CALCULATION OF REGISTRATION FEE

====================================================================================================================================
Title of each class of Amount to be Proposed maximum offering Proposed maximum Amount of
securities to be registered registered (1) price per share (3) aggregate offering price (3) registration fee (3)
- ------------------------------------------------------------------------------------------------------------------------------------

Common Stock, $.01 par value (2)..... 140,434 $7.72 $1,084,150 $99.74
====================================================================================================================================

(1) The amount to be registered hereunder consists of 140,434 shares of Common
Stock to be sold by certain selling shareholders.
(2) Each share of Common Stock includes a Common Stock Purchase Right.
(3) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 under the Securities Act on the basis
of the average of the high and low reported sales prices of the
Registrant's Common Stock on April 9, 2002 on the Nasdaq National Market.

_______________

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

================================================================================

The information contained in this preliminary prospectus is not complete
and may be changed. These securities may not be sold until a registration
statement covering the securities and filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell nor does it
seek an offer to buy these securities in any jurisdiction where the offer or
sale is not permitted.

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

Subject to completion, dated _________, 2002

PRELIMINARY PROSPECTUS
140,434 Shares

BIO-VASCULAR, INC.

[LOGO]

Common Stock
_______________________

This prospectus relates to the proposed sale of 140,434 shares of our
common stock by certain of our shareholders named under the heading "selling
shareholders." These shareholders received these shares in connection with the
acquisition of all of the outstanding capital stock of Emtech, Inc. by our
subsidiary, Synovis Interventional Solutions, Inc., on March 6, 2002.

The prices at which the selling shareholders may sell their shares will be
determined by the prevailing market price for our common stock or in negotiated
transactions. We will not receive any proceeds from their sale of such shares.

Our common stock is traded on the Nasdaq National Market under the symbol
"BVAS." On April 9, 2002, the last reported sale price of our common stock on
the Nasdaq National Market was $7.81 per share.

The shares of common stock offered through this prospectus involve certain
risks. See "Risk Factors" beginning on page 4 of this prospectus.

_______________________

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or passed upon the
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

_______________________

The date of this Prospectus is ___________, 2002.

Table Of Contents
-----------------

Page No.
--------

Where Can You Find More Information................................... 2

The Company........................................................... 3

Risk Factors.......................................................... 4

Plan of Distribution.................................................. 9

Selling Shareholders.................................................. 11

Legal Matters......................................................... 11

Experts............................................................... 11

_________________________________

You may rely only on the information contained in this prospectus. We have
not authorized anyone to provide information different from that contained in
this prospectus. Neither the delivery of this prospectus nor the sale of common
stock means that the information contained in this prospectus is correct after
the date of this prospectus. This prospectus is not an offer to sell or a
solicitation of an offer to buy shares of our common stock in any circumstances
under which the offer or solicitation is unlawful.

Where You Can Find More Information
-----------------------------------

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the operation
of the Public Reference Room. Our SEC filings are also available to the public
at the SEC's web site at http://www.sec.gov.

We have filed a registration statement on Form S-3 under the Securities Act
with the SEC with respect to shares to be sold by the selling shareholders.
This prospectus has been filed as part of that registration statement. This
prospectus does not contain all of the information set forth in the registration
statement because parts of the registration statement are omitted in accordance
with the rules and regulations of the SEC. The registration statement is
available for inspection and copying as set forth above.

The SEC allows us to "incorporate by reference" into this prospectus the
information contained in the documents we file with them, which means that we
can disclose important information to you by referring you to those documents.
The information incorporated by reference is considered to be part of this
prospectus, and later information that we file with the SEC will update and
supersede this information. We are incorporating by reference the following
documents:

. our Annual Report on Form 10-K for the year ended October 31, 2001;

. our Quarterly Report on Form 10-Q for the quarter ended January 31,
2002;

. the description of our common stock contained in our registration
statement on Form 8-A and any amendments or reports filed for the
purpose of updating such description; and

. the description of our common stock purchase rights contained on our
registration statement on Form 8-A and any amendments or reports filed
for the purpose of updating such description.

We are also incorporating by reference any future filings we make with the
SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of
1934 until this distribution is completed. Our SEC file number is 0-13907.

You may request a copy of these filings, at no cost, by writing to Connie
L. Magnuson, Chief Financial Officer, at 2575 University Avenue, St. Paul,
Minnesota 55114 or by telephone at (651) 603-3700.

This prospectus contains certain forward-looking statements. For this
purpose, any statements contained in this prospectus or in documents
incorporated by reference into this prospectus that are not statements of
historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or the negative or other variations
thereof or comparable terminology are intended to identify forward-looking
statements. These statements by their nature involve substantial risks and
uncertainties, and actual results may differ materially depending on a variety
of factors, including those described under the caption "Risk Factors."

The Company
-----------

Bio-Vascular, Inc. is a diversified medical device company engaged in
developing, designing, manufacturing and bringing to market medical devices for
the surgical and interventional treatment of disease.

Surgical Device Business. Our surgical device business includes the Tissue
Guard(TM) product line, the Biograft(R) peripheral vascular graft, surgical
tools and microsurgical products. The Tissue Guard product line includes Peri-
Strips(R), Peri-Strips Dry(R), Dura-Guard(R), Vascu-Guard(R), Supple Peri-
Guard(R), Peri-Guard(R), Tissue-Guard, Supple Tissue-Guard(TM), CV Peri-Guard,
Ocu-Guard(R) and Veritas(TM) Collagen Matrix. Tissue Guard products are made
from bovine pericardium (the protective membrane surrounding the heart of
cattle). The Tissue Guard products, made in various configurations, are used in
a wide variety of surgical procedures and are designed to reinforce, reconstruct
and repair tissue and prevent leaks of air, blood and other body fluids. Our
implantable biomaterial products offer biocompatible solutions to reduce risks
of critical surgeries, leading to better patient outcomes and lower costs. Our
surgical tools and microsurgical product line includes: Bio-Vascular Probe(R),
Flo-Rester(R), Flo-Thru Intraluminal Shunt(TM), BVI Knife System and the
Microvascular Anastomotic Coupler. Our Micro Companies Alliance, Inc. subsidiary
serves the niche market of microsurgery, and its products are used across
several surgical specialties.

Interventional Business. Our Synovis Interventional Solutions, Inc.
subsidiary (formerly Jerneen Micro Medical Technologies) custom designs,
develops and manufactures complex micro-wire forms and plastic components that
are used in interventional devices for cardiac rhythm management,
neurostimulation and vascular procedures. Our recent acquisition of Emtech, Inc.
adds manufacturing capabilities that include injection molding, computer
numerical control machinery and tool building. This operation will be conducted
through Synovis Precision Engineering, a division of Synovis Interventional
Solutions, Inc. We anticipate these capabilities will expand the scope of our
product offerings to our OEM customers and could be used to manufacture
components of some of our surgical device products at a lower cost.

When we refer to Bio-Vascular in this prospectus, such references also
include Synovis Interventional Solutions and Micro Companies Alliance, unless
otherwise specified or unless the context otherwise indicates.

Our shareholders recently voted at our 2002 Annual Meeting to approve the
change of our name from "Bio-Vascular, Inc." to "Synovis Life Technologies,
Inc." The name change will become effective upon the filing of a certificate of
amendment to our articles of incorporation with the Secretary of State of
Minnesota.

We were incorporated in Minnesota in July 1985. Our principal executive
offices are located at 2575 University Avenue, St. Paul, Minnesota 55114-1024
and our telephone number is (651) 603-3700.

Risk Factors
------------

The following factors should be considered carefully in evaluating an
investment in our common stock. Additionally, the following factors could cause
our actual results to materially differ from those reflected in any of our
forward-looking statements.

Due to the unpredictability of the health care industry, our customers may not
be able to receive third party reimbursement for our products.

Our surgical device products are purchased primarily by hospitals and other
users, and our interventional products are sold directly to medical device
manufacturers who distribute finished medical products to hospitals and other
end-users. Hospitals and end-users of these products, in turn, bill various
third-party payers, including government health programs, private health
insurance plans, managed care organizations and other similar programs, for the
health care goods and services provided to their patients. Third-party payers
may deny reimbursement if they determine that a product used in a procedure was
not used in accordance with established third-party payer protocol regarding
treatment methods or was used for an unapproved indication.

Third-party payers are also increasingly challenging the prices charged for
medical products and services and, in some instances, have put pressure on
medical device suppliers to lower their prices. While we believe our pricing is
appropriate for the niche markets and technology of our products, we are unable
to predict what changes will be made in the reimbursement methods used by third-
party payers. There can be no assurance that procedures in which our products
are directly or indirectly used will continue to be considered cost-effective by
third-party payers, that reimbursement for such procedures will be available or,
if available, will continue, or that third-party payers' reimbursement levels
will not adversely affect our ability to sell our products on a profitable
basis. The cost of health care has risen significantly over the past decade,
and there have been and may continue to be proposals by legislators, regulators
and third-party payers to curb these costs.

Failure by hospitals and other users of our products to obtain
reimbursement from third-party payers, changes in third-party payers' policies
towards reimbursement for procedures directly or indirectly using our products
or legislative action could have a material adverse effect on our business,
financial condition and results of operations.

We face significant competition from established competitors in the medical
products industry.

We face intense competition. The medical products industry is highly
competitive and characterized by rapid innovation and technological change. We
expect technology to continue to develop rapidly, and our success will depend to
a large extent on our ability to maintain a competitive position with our
technology. There can be no assurance that we will be able to compete
effectively in the marketplace or that products developed by our competitors
will not render our products obsolete or non-competitive. Similarly, there can
be no assurance that our competitors will not succeed in developing or marketing
products that are viewed by physicians as providing superior clinical
performance or are less expensive relative to the products we currently market
or will develop.

Several established companies manufacture and sell products that compete
with all of our products. Some of the companies with whom we compete have
greater distribution capabilities, substantially greater capital resources and
larger marketing, research and development staffs and facilities than we have.
In addition, many of our competitors offer broader product lines within our
specific product markets. Broad product lines may give our competitors the
ability to negotiate exclusive, long-term medical product or interventional
supply contracts and the ability to offer comprehensive pricing for

their products, including those that compete with our products. Competitors who
offer broad product lines may also have a significant advantage in competing
with our surgical device products for sales to group purchasing organizations
and managed care organizations that increasingly seek to reduce costs. There can
be no assurance that we will be able to compete effectively with such
manufacturers.

We may not be able to adequately enforce or protect our intellectual property
rights or to protect ourselves against the infringement claims of others.

We protect our technology through trade secrets, proprietary know-how and
patents, both owned and licensed. We protect our trade secrets and proprietary
know-how through confidentiality agreements with employees, consultants and
other parties. Supple Peri-Guard, which is used in the manufacture of the
majority of our Tissue-Guard products, is protected exclusively by trade
secrets. We own the United States patents related to Peri-Strips, Peri-Strips
Dry, Peri-Guard and Veritas Collagen Matrix. We currently have one patent
pending related to Ocu-Guard. We also have the exclusive, world-wide, perpetual
license to make, use and sell our Flo-Rester and Microvascular Anastomotic
Coupler System products. For our interventional business, we rely exclusively
on trade secret protection for our processes. We also maintain a non-disclosure
protocol on behalf of each of our customers consistent with such customer's
expectations and needs. The technology we use in our interventional product
manufacturing process is a combination of proprietary know-how and adaptation
and development utilizing readily-available equipment.

There can be no assurance that our trade secrets or confidentiality
agreements will provide meaningful protection of our proprietary information or,
in the event of a breach of any confidentiality agreement, that we will have
adequate remedies. Additionally, there can be no assurance that any pending or
future patent applications will result in issued patents, or that any current or
future patent, regardless of whether we are an owner or licensee of such patent,
will not be challenged, invalidated or circumvented or that the rights granted
thereunder or under its licensing agreements will provide a competitive
advantage to us. Furthermore, there can be no assurance that others will not
independently develop similar technologies or duplicate any technology developed
by us or that our technology does not or will not infringe patents or other
rights owned by others.

The medical product industry is characterized by frequent and substantial
intellectual property litigation, and competitors may resort to intellectual
property litigation as a means of competition. Intellectual property litigation
is complex and expensive, and the outcome of such litigation is difficult to
predict. Any future litigation, regardless of the outcome, could result in
substantial expense to us and significant diversion of the efforts of our
technical and management personnel. Litigation may also be necessary to enforce
patents issued to us and license agreements entered into by us, to protect our
trade secrets or know-how or to determine the enforcement, scope and validity of
the proprietary rights of others. An adverse determination in any such
proceeding could subject us to significant liabilities of third parties or
require us to seek licenses from third parties or pay royalties that may be
substantial. Furthermore, there can be no assurance that the necessary licenses
would be available to us on satisfactory terms, if at all. Accordingly, an
adverse determination in a judicial or administrative proceeding or failure to
obtain necessary licenses could prevent us from manufacturing or selling certain
of our products which, in turn, would have a material adverse effect on our
business, financial condition and results of operations.

One of our products contains human tissue products that may become subject to
more strict regulation in the United States and Europe.

Spurred by incidents of the transmission of human disease during tissue
transplantation, both the United States and Europe have recently focused
attention on the safety of tissue banks. In the United

States, regulations drafted by the FDA have outlined requirements for tissue
banks. The regulations have specifically excluded from regulation medical
devices subject to FDA review, including umbilical cord vein grafts such as our
product Biograft, which accounted for 3% of our net revenue for the year ended
October 31, 2001. As a result, we do not expect Biograft to be subject to tissue
bank regulations in the United States and the related expensive donor screening
and donor testing procedures. There can be no assurance, however, that the FDA
will not impose additional regulatory requirements on Biograft at some later
date or that Biograft would be able to meet any such new requirements.

The long-term regulatory environment for Biograft in Europe is uncertain.
The medical device directive issued by the EU explicitly excludes medical
devices from human tissue; however, there is an effort to include such devices
under a comprehensive regulatory program. We understand that a consensus on
such a directive could take several years. In addition, if extensive donor
screening and donor testing requirements are imposed, such requirements could
make it uneconomical to sell Biograft in Europe even under a regulatory program.

Because certain of our products are based upon bovine tissue, concerns about
Bovine Spongiform Encephalopathy may impact our sales.

Bovine Spongiform Encephalopathy or BSE has been endemic in cattle in the
United Kingdom and has received much publicity in Europe regarding beef for
dietary consumption. Under the direction of the USDA, the U.S. government has
had an active program of surveillance and import controls since the late 1980's
designed to prevent the introduction of BSE into U.S. cattle. To date all
evidence indicates that U.S. cattle are free of BSE. We obtain all of our raw
pericardium for our Tissue-Guard products from USDA-inspected slaughterhouses.
We cannot predict whether or not a case of BSE may someday be reported in the
United States. If a case of BSE were reported in U.S. cattle, it could have a
material adverse effect on our business, financial condition and results of
operations.

The World Health Organization has categorized the levels of BSE infectivity
of tissue and fluids on a scale of 1 to 4, with category 4 representing no
detectable infectivity. Raw pericardium has been classified in category 4 along
with milk and gelatin. Our notified body under the medical device directive, the
British Standards Institute, and French authorities have specifically reviewed
Tissue-Guard sourcing and manufacturing processes and have also certified our
bovine pericardium products. Our Dura-Guard product has not been approved for
sale in Japan and France and we understand that regulatory approvals will not be
granted in those countries for use of animal derivation products, including
bovine pericardium, when used as a dura mater substitute. Any prohibition by
certain countries of bovine pericardium products as a result of concerns related
to BSE could have a material adverse effect on our business, financial condition
and results of operation.

We operate in a highly regulated industry which requires us to continually seek
and maintain regulatory approval for our products.

Our products, development activities and manufacturing processes related to
surgical device products, as well as the products, development activities and
manufacturing processes related to products produced by our interventional
business customers are subject to extensive and rigorous regulation by the FDA
and by comparable agencies in foreign countries. In the United States, the FDA
regulates the introduction, manufacturing, labeling and recordkeeping procedures
for medical devices including our surgical device products and medical devices
incorporating our interventional products. The process of obtaining marketing
clearance from the FDA for new products and new applications for existing
products can be time-consuming and expensive, and there is no assurance that
such clearances will be granted or that FDA review will not involve delays that
would adversely affect our ability to commercialize additional products or
additional applications for existing products. In addition, some of our
surgical

device products and devices incorporating interventional products that are in
the research and development stage may be subject to a lengthy and expensive
pre-market approval process with the FDA. Even if regulatory approvals to market
a product are obtained from the FDA, these approvals may entail limitations on
the indicated uses of the product. Product approvals by the FDA can also be
withdrawn due to failure to comply with regulatory standards or the occurrence
of unforeseen problems following initial approval. The FDA could also limit or
prevent the manufacture or distribution of our surgical device products or
medical devices incorporating our interventional products, and has the power to
require the recall of such products, if indicated. FDA regulations depend
heavily on administrative interpretation, and there can be no assurance that
future interpretations made by the FDA or other regulatory bodies, with possible
retroactive effect, will not adversely affect us.

The FDA, various state agencies and foreign regulatory agencies inspect our
manufacturing facilities for surgical device products from time to time to
determine whether we are in compliance with various regulations relating to
manufacturing practices, validation, testing, quality control and product
labeling. A determination that we are in violation of such regulations could
lead to imposition of civil penalties, including fines, product recalls or
product seizures and, in extreme cases, criminal sanctions, depending on the
nature of the violation.

International regulatory bodies have established varying regulations
governing product standards, packaging requirements, labeling requirements,
import restrictions, tariff regulations, duties and tax requirements. We rely on
independent distributors to comply with such foreign regulatory requirements. As
a result, our communication with foreign regulatory agencies is indirect as it
occurs through the foreign distributor. The inability or failure of independent
distributors to comply with the varying regulations or the imposition of new
regulations could restrict such distributors' ability to sell our surgical
device products internationally and thereby adversely affect our business,
financial condition and results of operations.

The registration scheme in the EU for our surgical device products requires
that our quality system conform with the international quality standards and
that our surgical device products conform with "essential requirements" set
forth by the medical device directive. Compliance with these requirements will
allow us to issue a "Declaration of Conformity" and apply the CE mark to
surgical device products, allowing free sale in the EU. While we have obtained
the "CE" mark for all of our current surgical device products (except for
Biograft, which is exempt), there can be no assurance that we will be able to
maintain compliance with the regulations to retain the CE mark. In addition,
there can be no assurance that we will be successful in obtaining the CE mark
for new product introductions. Devices incorporating our interventional products
are also subject to these requirements, and there can be no assurance that our
interventional business customers will be successful in obtaining or maintaining
compliance with the EU regulatory scheme for their current or future products.

We may face the risk of product liability claims and product recalls that could
result in costly and time consuming litigation and significant liability.

The medical product industry historically has been litigious, and the
manufacture and sale of our products inherently entails a risk of product
liability claims. In particular, our principal surgical device and a significant
portion of our interventional products are designed to be permanently placed in
the human body, and production or other errors could result in an unsafe product
and injury to the patient. Although we maintain product liability insurance in
amounts believed to be adequate based upon the nature and risks of our business
in general and our actual experience to date, there can be no assurance that one
or more liability claims will not exceed the coverage limits of such policies or
that such insurance will continue to be available on commercially reasonable
terms, if at all. Furthermore, we do not expect to be able to obtain insurance
covering its costs and losses as the result of any recall of our products due

to alleged defects, whether such a recall is instituted by us or required by a
regulatory agency. A product liability claim, recall or other claim with respect
to uninsured liabilities or in excess of insured liabilities could have a
material adverse effect on our business, financial condition and results of
operations.

We sell most of our surgical device products through independent distributors
and sales representatives.

Independent distributors and sales representatives are utilized to transact
a significant portion of our current surgical device business. The loss of a
significant distributor or sales representative could materially adversely
affect our business, financial condition and results of operations if a new
distributor or other suitable sales organization could not be found on a timely
basis in the relevant geographic market.

We are dependent on a single customer for a large portion of our sales of our
interventional business.

One customer accounts for a large percentage of the sales of our
interventional business. There can be no assurance that we will be able to
maintain our relationship with this significant customer, or, in the event of
termination of the relationship, that we will be able to replace production
levels with new or existing customers. The loss of the significant customer
could materially adversely affect our business, financial condition and results
of operations.

Our stock price may be volatile and our common stock may suffer a decline in
value.

Market prices for securities of medical technology companies are highly
volatile. The trading price of our common stock could be subject to significant
fluctuations in response to quarterly variations in our operating results,
announcements we make about technological innovations, our competitors or
competitors of our interventional business customers, governmental regulation
and other events or factors, including these various risk factors. In addition,
market prices of medical technology companies have from time to time experienced
extreme price and volume fluctuations, which may be unrelated to the operating
performance of the particular company. These broad market fluctuations may
materially adversely affect the market price of our common stock.

We have not paid and do not anticipate paying dividends to our shareholders.

We have not paid any cash dividends since our inception and we do not
anticipate paying cash dividends in the foreseeable future.

We have in place anti-take over measures that could discourage or prevent a
takeover.

Our Board of Directors has the authority, without any action on the part of
our shareholders, to fix the rights and preferences of shares of our authorized
preferred stock to be issued from time to time. In addition, as a Minnesota
corporation, we are subject to certain anti-takeover provisions of the Minnesota
Business Corporation Act. The Board's authority regarding the serial preferred
stock and the anti-takeover provisions of the Minnesota Business Corporation Act
could have the effect of delaying, deferring or preventing a change in control,
may discourage bids for our common stock at a premium over then-prevailing
market prices and may adversely affect the market price, voting rights and other
rights of shareholders.

Plan of Distribution
--------------------

We are registering for resale 140,434 shares of our common stock on behalf
of certain selling shareholders. All of the shares were issued by us in
connection with the acquisition of Emtech, Inc. by our subsidiary, Synovis
Interventional Solutions, Inc. pursuant to an Acquisition Agreement and Plan of
Reorganization dated March 6, 2002. We will not receive any proceeds from this
offering.

The selling shareholders named in the table below or pledgees, donees,
transferees or other successors-in-interest selling shares received from a named
selling shareholder as a gift, partnership distribution or other non-sale-
related transfer after the date of this prospectus may sell the shares from time
to time. All of such persons are "selling shareholders" as that term is used in
this prospectus. The selling shareholders will generally act independently of
Bio-Vascular in making decisions with respect to the timing, manner and size of
each sale, except that the selling shareholders have agreed in the Acquisition
Agreement and Plan of Reorganization that they will refrain from reselling their
shares under this prospectus under certain circumstances.

Sales by the selling shareholders may be made on one or more exchanges or
in the over-the-counter market or otherwise, at prices and at terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions. The selling shareholders may effect such transactions
by selling the shares to or through broker-dealers. The shares may be sold by
one or more of, or a combination of, the following:

. a block trade in which the broker-dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction,

. purchases by a broker-dealer as principal and resale by such broker-
dealer for its account pursuant to this prospectus,

. an exchange distribution in accordance with the rules of such
exchange,

. ordinary brokerage transactions and transactions in which the broker
solicits purchasers, and

. in privately negotiated transactions.

In addition, any securities covered by this prospectus which qualify for
sale pursuant to Rule 144 promulgated under the Securities Act of 1933 may be
sold under Rule 144 rather than pursuant to this prospectus.

To the extent required, this prospectus may be amended or supplemented from
time to time in the manner discussed below to describe a specific plan of
distribution. In effecting sales, broker-dealers engaged by the selling
shareholders may arrange for other broker-dealers to participate in the resales.

The selling shareholders may enter into hedging transactions with broker-
dealers in connection with distributions of the shares or otherwise. In such
transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with selling shareholders. The
selling shareholders also may sell shares short and redeliver the shares to
close out such short positions. The selling shareholders may enter into option
or other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus. The selling shareholders also
may loan or pledge the shares to a broker-dealer. The broker-dealer may sell the
shares so loaned, or, upon a default the broker-dealer, may sell the pledged
shares pursuant to this prospectus.

Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling shareholders. Broker-dealers
or agents may also receive compensation from the purchasers of the shares for
whom they act as agents or to whom they sell as principals, or both.
Compensation as to a particular broker-dealer might be in excess of customary
commissions and will be in amounts to be negotiated in connection with the sale.
Broker-dealers or agents and any other participating broker-dealers or the
selling shareholders may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act in connection with sales of the shares.
Accordingly, any such commission, discount or concession received by them and
any profit on the resale of the shares purchased by them may be deemed to be
underwriting discounts or commissions under the Securities Act. The selling
shareholders have advised Bio-Vascular that they have not entered into any
agreements, understandings or arrangements with any underwriters or broker-
dealers regarding the sale of their securities. There is no underwriter or
coordinating broker acting in connection with the proposed sale of shares by
selling shareholders.

The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws.

Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the shares may not simultaneously engage in
market making activities with respect to our common stock for a period of two
business days prior to the commencement of such distribution. In addition, each
selling shareholder will be subject to applicable provisions of the Exchange Act
and the associated rules and regulations under the Securities Exchange Act of
1934, including Regulation M, which may limit the timing of purchases and sales
of shares of our common stock by the selling shareholders. Because selling
shareholders may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act, the selling shareholders will be subject to the
prospectus delivery requirements of the Securities Act. We will make copies of
this prospectus available to the selling shareholders and have informed them of
the need for delivery of copies of this prospectus to purchasers at or prior to
the time of any sale of the shares.

We will file a supplement to this prospectus, if required, pursuant to Rule
424(b) under the Securities Act upon being notified by a selling shareholder
that any material arrangement has been entered into with a broker-dealer for the
sale of shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer. Such supplement will
disclose:

. the name of each such selling shareholder and of the participating
broker-dealer(s),

. the number of shares involved,

. the price at which such shares were sold,

. the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable,

. that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this
prospectus, and

. other facts material to the transaction.

In addition, upon being notified by a selling shareholder that a donee,
pledgee, transferee or other successor-in-interest intends to sell more than 500
shares, we will file a supplement to this prospectus naming such person.

We will bear all costs, expenses and fees in connection with the
registration of the shares. The selling shareholders will bear all commissions
and discounts, if any, attributable to the sales of the shares.

The selling shareholders may agree to indemnify any broker-dealer or agent that
participates in transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Securities Act.

Selling Shareholders
--------------------

The following table sets forth the number of shares owned by each of the
selling shareholders. None of the selling shareholders has had a material
relationship with us within the past three years other than as a result of the
ownership of the shares of our common stock or other securities. No estimate can
be given as to the amount of shares that will be held by the selling
shareholders after completion of this offering because the selling shareholders
may offer all or some of the shares and because there currently are no
agreements, arrangements or understandings with respect to the sale of any of
the shares. The shares offered by this prospectus may be offered from time to
time by the selling shareholders named below.

Name of Selling Shares Beneficially Owned
Shareholder
Number Percentage
-------- ----------

Celtic Enterprises, Ltd. 111,302 1.2%
Marvin H. Peterson 29,132 *

_________________

* Less than one percent (1%)

(1) Based on 9,310,973 shares of common stock outstanding on April 1, 2002.

Legal Matters
-------------

The validity of the shares of common stock offered hereby will be passed
upon for Bio-Vascular by Oppenheimer Wolff & Donnelly LLP, Minneapolis,
Minnesota.

Experts
-------

The consolidated financial statements and the related consolidated
financial statement schedule incorporated in this prospectus by reference from
the Company's Annual Report on Form 10-K for the year ended October 31, 2001
have been audited by Deloitte & Touche LLP, independent auditors as stated in
their reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

The financial statements and related financial statement schedule for
fiscal years 2000 and 1999 that are included in the Company's Annual Report on
Form 10-K for the fiscal year ended October 31, 2001, and incorporated by
reference in this prospectus, have been audited by PricewaterhouseCoopers LLP,
independent accountants, for the periods indicated in such firm's reports
thereon. The financial statements and related financial statement schedule
audited by PricewaterhouseCoopers LLP have been incorporated herein by reference
in reliance on such firm's reports given upon their authority as experts in
accounting and auditing.

To the extent Deloitte & Touche LLP examines and reports on the Company's
consolidated financial statements and related financial statement schedules
issued at future dates, and consents to the use of their reports thereon, such
consolidated financial statements and financial statement schedules also will be
incorporated by reference in this prospectus in reliance upon such firm's
reports and said authority.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The table below sets forth the estimated expenses (except the SEC
registration fee, which is an actual expense) incurred by Bio-Vascular, Inc.
(the "Company") in connection with the offer and sale of the shares of Common
Stock covered by this Registration Statement.

SEC registration fee.............................................. $ 100
Fees and expenses of counsel for the Company...................... 7,000
Fees and expenses of accountants for the Company.................. 5,000
Miscellaneous..................................................... 500
-------
*Total....................................................... $12,600

_________________________

*The expenses listed above are estimates; none of these expenses will be borne
by the selling shareholders.

Item 15. Indemnification of Directors and Officers.

Minnesota Statutes Section 302A.521 provides that a Minnesota business
corporation must indemnify any director, officer, employee or agent of the
corporation made or threatened to be made a party to a proceeding, by reason of
the former or present official capacity (as defined) of the person, against
judgments, penalties, fines, settlements and reasonable expenses incurred by the
person in connection with the proceeding if certain statutory standards are met.
"Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one by or in
the right of the corporation. Section 302A.521 contains detailed terms regarding
such right of indemnification and reference is made thereto for a complete
statement of such indemnification rights.

Article Five of the Company's Bylaws provides that the Company will
indemnify such persons, for such expenses and liabilities, in such manner, under
such circumstances, and to such extent, as permitted by Minnesota Statutes
Section 302A.521 as enacted and as amended.

The Company maintains directors' and officers' liability insurance,
including a reimbursement policy in favor of the Company.

II-1

Item 16. Exhibits

4.1 Restated Articles of Incorporation of the Company, as amended,
(incorporated by reference to Exhibit 3.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended April 30, 1997 (File No. 0-
13907)).

4.2 Amendment to Restated Articles of Incorporation of the Company, as
amended, dated March 20, 1997 (incorporated by reference to Exhibit
3.2 to the Company's quarterly Report in Form 10-Q for the quarter
ended April 30, 1997 (File No. 0-13907)).

4.3 Amended and Restated Bylaws of the Company (incorporated by reference
to Exhibit 3.2 to the Company's Registration Statement on Form S-4
(File No. 33-74750)).

4.4 Form of Common Stock Certificate of the Company (incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement on
Form 10 (File No. 0-13907)).

4.5 Rights Agreement, dated as of June 12, 1996, between Bio-Vascular,
Inc. and American Stock Transfer & Trust Company, which includes as
Exhibit A the form of Rights Certificate (incorporated by reference to
Exhibit 4.1 to the Company's Current Report on Form 8-K dated June 12,
1996 (File No. 0-13907)).

5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly LLP (filed
herewith electronically).

23.1 Consent of Deloitte & Touche LLP (filed herewith electronically).

23.2 Consent of PricewaterhouseCoopers LLP (filed herewith electronically).

23.3 Consent of Oppenheimer Wolff & Donnelly LLP (included in Exhibit 5.1).

24.1 Power of Attorney (included on page II-4 of this Registration
Statement).

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration statement
(or the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such information
in this registration statement.

II-2

Provided, however, that paragraphs (1)(i) and (1)(ii), above, do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
this registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
this registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Paul and State of Minnesota, on April 11, 2002.

By: /s/ Connie L. Magnuson
--------------------------------------
Connie L. Magnuson
Vice President - Finance and Chief
Financial Officer (Principal
Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Connie L. Magnuson as his or her true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement or any registration statement filed pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on April 11,
2002 in the capacities indicated.

Signature Title
--------- -----

/s/ Karen Gilles Larson President, Chief Executive Officer and
- --------------------------- Director (Principal Executive Officer)
Karen Gilles Larson

/s/ Timothy M. Scanlan Chairman of the Board and Director
- ---------------------------
Timothy M. Scanlan

/s/ William G. Kobi Director
- ---------------------------
William G. Kobi

/s/ Richard W. Perkins Director
- ---------------------------
Richard W. Perkins

/s/ Anton R. Potami Director
- ---------------------------
Anton R. Potami

/s/ Edward E. Strickland Director
- ---------------------------
Edward E. Strickland

II-4

BIO-VASCULAR, INC.
EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-3

Item No. Description Method of Filing
- -------- ----------- ----------------

4.1 Restated Articles of Incorporation of the Company, as
amended.............................................. Incorporated by reference to Exhibit 3.1 to
the Company's Quarterly Report on Form 10-Q
for the quarter ended April 30, 1997 (File
No. 0-13907).

4.2 Amendment to Restated Articles of Incorporation of
the Company, as amended, dated March 20, 1997
..................................................... Incorporated by reference to Exhibit 3.2 to
the Company's Quarterly Report in Form 10-Q
for the quarter ended April 30, 1997 (File
No. 0-13907).

4.3 Amended and Restated Bylaws of the Company........... Incorporated by reference to Exhibit 3.2 to
the Company's Registration Statement on Form
S-4 (File No. 33-74750).

4.4 Form of Common Stock Certificate of the Company......
Incorporated by reference to Exhibit 4.1 to
the Company's Registration Statement on Form
10 (File No. 0-13907).

4.5 Rights Agreement, dated as of June 12, 1996, between
Bio-Vascular, Inc. and American Stock Transfer &
Trust Company, which includes as Exhibit A the form
of Rights Certificate................................ Incorporated by reference to Exhibit 4.1 to
the Company's Current Report on Form 8-K
dated June 12, 1996 (File No. 0-13907)).

5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly
LLP.................................................. Filed herewith electronically.

23.1 Consent of Deloitte & Touche LLP..................... Filed herewith electronically.

23.2 Consent of PricewaterhouseCoopers LLP................ Filed herewith electronically.

23.3 Consent of Oppenheimer Wolff & Donnelly LLP.......... Included in Exhibit 5.1.

24.1 Power of Attorney.................................... Included on page II-4 of this Registration Statement.