INCSTAR CORP, SC 13D, 1997-01-24

INCSTAR CORP
SC 13D, 1997-01-24
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES

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<PAGE>

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)

INCSTAR CORPORATION
(Name of Issuer)

COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)

453370 10 8
(CUSIP Number)

SORIN BIOMEDICA S.P.A.
Via Crescentino
13040 Saluggia (vc) ITALY

Attention: Ezio Garibaldi 011-39-161-487-311
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)

- with copies to -

Frederic M. Tudor, Esq.
Sills Cummis Zuckerman Radin Tischman Epstein & Gross, P.A.
One Riverfront Plaza
Newark, New Jersey 07102
TEL: (201) 643-7000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

JANUARY 23, 1997
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box <square>.

The Exhibit Index is located on page 9 of this filing.

<PAGE>

<TABLE>
<CAPTION>
CUSIP No. 453370 10 8 13D Page 2 of 9 Pages
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

SNIA BPD S.p.A.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) <check box>
(b) <square>
3 SEC USE ONLY

4 SOURCE OF FUNDS*

WC/OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) <square>

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Italy

</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
8,507,707

9 SOLE DISPOSITIVE POWER
-0-

10 SHARED DISPOSITIVE POWER
8,507,707
</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON}

9,238,427

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

56.0%

14 TYPE OF REPORTING PERSON*

CO
</TABLE>

SEC 1746(6-60) *SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

<TABLE>
<CAPTION>
CUSIP No. 453370 10 8 13D Page 3 of 9 Pages

<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON}

SORIN BIOMEDICA S.p.A.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) <check box>
(b) <square>
3 SEC USE ONLY

4 SOURCE OF FUNDS*

WC/OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
<square>
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Italy
</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
8,507,707

9 SOLE DISPOSITIVE POWER
-0-

10 SHARED DISPOSITIVE POWER
8,507,707
</TABLE>

<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,238,427

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

56.0%

14 TYPE OF REPORTING PERSON*

CO
</TABLE>

SEC 1746(6-60) *SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

<TABLE>
<CAPTION>
CUSIP No. 453370 10 8 13D Page 4 of 9 Pages
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

BIOFIN HOLDING INTERNATIONAL B.V.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) <check box>
(b) <square>
3 SEC USE ONLY

4 SOURCE OF FUNDS*

WC/OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
<square>
6 CITIZENSHIP OR PLACE OF ORGANIZATION

Netherlands
</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
8,507,707

9 SOLE DISPOSITIVE POWER
-0-

10 SHARED DISPOSITIVE POWER
8,507,707
</TABLE>

<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,238,427

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

56.0%

14 TYPE OF REPORTING PERSON*

CO
</TABLE>

{SEC 1746(6-60) *SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

SCHEDULE 13D
Amendment No. 7

This Amendment is filed on behalf of Sorin Biomedica S.p.A., an Italian
corporation and its affiliates and amends and supplements the initial Schedule
13D filed June 30, 1989, as amended by Amendment No. 1 filed August 3, 1989,
Amendment No. 2 filed August 4, 1989, Amendment No. 3 filed December 26, 1989,
Amendment No. 4 filed October 10, 1990, Amendment No. 5 filed June 18, 1991,
and Amendment No. 6 filed March 17, 1993.

Item 2. IDENTITY AND BACKGROUND

The prior Item 2 information is supplemented as follows:

As indicated in this Schedule 13D, as previously amended, Biofin Holding
International B.V. ("BIOFIN"), a Netherlands holding company, became the record
holder of the Bioengineering Subsector's shares of Company Common Stock and was
internally realigned to become a direct subsidiary of Sorin Biomedica S.p.A.
("SORIN"), an Italian corporation which was an operating company, instead of a
direct subsidiary of Bioengineering International B.V. (now known as Nyltech
N.V.) ("BEI"), a Netherlands corporation which was a holding company. In
connection with this realignment, BEI was later moved out of the Bioengineering
Subsector.

Item 4. PURPOSE OF THE TRANSACTION

The prior Item 4 information is supplemented as follows:

This Schedule 13D, as previously amended, stated that the Bioengineering
Subsector's purpose for its investment in INCSTAR Corporation (the "Company"),
a Minnesota corporation, is to create and develop a majority-owned investment
in a United States based company which has operations in a field related to the
Bioengineering Subsector's biological products business. It further stated
that the Bioengineering Subsector intends, subject to a continuing review of
(i) the Company's business prospects; (ii) general economic conditions; and
(iii) other relevant factors and consistent with its existing contractual
obligations regarding the Company; to take any or all such action as it may
deem appropriate to maintain its investment and majority ownership interest in
the Company.

Based upon its review of such factors, including its long-term business
plan and the competitive status of the immunodiagnostics industry generally,
the Bioengineering Subsector has reevaluated its desire to remain in the
immunodiagnostics business, including its desire to maintain its investment in
the Company, and has decided to divest its in vitro and its in vivo immuno-
diagnostics business.

Today the Company announced in a press release that it signed a
Memorandum of Understanding dated January 23, 1997 (the "Company Memorandum of
Understanding") with American Standard Inc. ("ASI") which contemplates a one-
step merger by a subsidiary of ASI with the Company pursuant to which each
issued and outstanding share of Company Common Stock would be exchanged for
$6.32 in cash. A copy of this press release is attached hereto as EXHIBIT 1
and incorporated herein by reference. The potential merger is subject to the
negotiation and execution of definitive documentation as well as customary
conditions, including consents and regulatory approvals.

In addition, Sorin and ASI have signed a Memorandum of Understanding
dated January 23, 1997 (the "Sorin Memorandum of Understanding") which
contemplates the sale of Sorin's in-vitro diagnostics business to a subsidiary
of ASI. This business is headquartered in Saluggia, Italy and the principal
markets for its products are in western Europe and the United States. The
potential sale is subject to the negotiation and execution of definitive
documentation as well as customary conditions, including consents and
regulatory approvals.

Each Memorandum of Understanding contemplates that definitive
documentation will contain a condition requiring the simultaneous closing of
the transaction described in the other Memorandum of Understanding. In the
event that the transactions contemplated by the Company Memorandum of
Understanding and the Sorin Memorandum of Understanding are consummated, the
Bioengineering Subsector would expect to receive approximately $175 million
in the aggregate.

If, for any reason, the contemplated transactions are not consummated,
the Bioengineering Subsector intends to review its position and take any action
it deems appropriate at that time.

Item 7.MATERIAL TO BE FILED AS EXHIBITS

The following is deemed to be filed as an exhibit to this Amendment:

Exhibit 1 Press Release dated January 24, 1997, issued by the Company

<PAGE>
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

SNIA BPD S.p.A.

Dated: January 24, 1997 By:/s/ CARLO VANOLI
------------------------
Carlo Vanoli, Authorized
Representative

SORIN BIOMEDICA S.p.A.

Dated: January 24, 1997 By:/s/ EZIO GARIBALDI
--------------------------
Ezio Garibaldi, Authorized
Representative

BIOFIN HOLDING INTERNATIONAL B.V.

Dated: January 24, 1997 By:/s/ EZIO GARIBALDI
--------------------------
Ezio Garibaldi, Authorized
Representative

<PAGE>
EXHIBIT INDEX

EXHIBIT NO. PAGE

1. Press Release dated January 24, 1997, 9
issued by the Company

<PAGE>
EXHIBIT 1

FOR IMMEDIATE RELEASE

INCSTAR CORPORATION ANNOUNCES
MEMORANDUM OF UNDERSTANDING REGARDING CASH MERGER

MINNEAPOLIS, MINNESOTA (January 24, 1997) --- INCSTAR Corporation
(NASDAQ:ISTR) today announced that it had signed a memorandum of understanding
with American Standard Inc., a subsidiary of American Standard Companies Inc.
(NYSE:ASD), which contemplates a one-step cash merger by a subsidiary of
American Standard with INCSTAR pursuant to which each INCSTAR common share
would be converted into the right to receive $6.32 in cash, and INCSTAR would
become a wholly-owned subsidiary of American Standard. Under the merger
proposal, INCSTAR would become a part of a newly formed Medical Systems Group
within American Standard. The memorandum of understanding has been approved by
a Special Committee of independent INCSTAR directors (comprised of D. Ross
Hamilton, George H. Dixon and Michael W. Steffes, M.D., Ph.D.) and the boards
of directors of INCSTAR and American Standard. The Special Committee has been
assisted by its financial advisor, Cowen & Company, in evaluating and
negotiating the proposed merger. The proposed merger is subject to negotiation
and execution of mutually satisfactory definitive documentation, receipt by the
Special Committee and the Board of Directors of INCSTAR of a fairness opinion
from Cowen & Company, approval of the definitive merger agreement by the
Special Committee and the boards of directors of INCSTAR and American Standard,
approval of the merger by holders of a majority of the issued and outstanding
shares of INCSTAR common stock, and receipt of all required regulatory
approvals and material third party consents.

INCSTAR also announced that Sorin Biomedica S.p.A., the majority
shareholder of INCSTAR, has informed INCSTAR that Sorin has entered into a
memorandum of understanding with American Standard regarding the proposed sale
of Sorin's European Diagnostic Division to American Standard. The Memorandum
of Understanding between American Standard and INCSTAR contemplates that the
simultaneous closing of the Sorin sale of its European Diagnostic Division will
be a condition to the proposed merger.

<PAGE>

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

INCSTAR CORPORATION
(Name of Issuer)

COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)

453370 10 8
(CUSIP Number)

Bioengineering International
B.V.
St. Pietershalsteeg 5
1012 GL Amsterdam, Holland

Attention: Ennio Denti
011-39-161-487418
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)

- with copies to -
Stanley U. North, III, Esq.
Sills Cummis Zuckerman Radin Tischman Epstein & Gross, P.A.
33 Washington Street
Newark, New Jersey 07102
(201) 643-3232

JUNE 22, 1989
(Date of Event which Requires Filing
of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of rule 13d-1(b) (3) or (4), check the
following box <square>.

Check the following box if a fee is being paid with this statement <check box>.

The Exhibit Index required by Rule O-3(c) is located on page 7 of this
filing.

<PAGE>

CUSIP NO. 453370 10 8 13D PAGE 2 OF 30 PAGES

<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

BIOENGINEERING INTERNATIONAL B.V.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A)<square>
(B)<square>
3 SEC USE ONLY

4 SOURCE OF FUNDS*

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
<square>

6 CITIZENSHIP OR PLACE OF ORGANIZATION

NETHERLANDS
</TABLE>

<S> <C> <C>
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 300,000
WITH

8 SHARED VOTING POWER

9 SOLE DISPOSITIVE POWER

300,000

10 SHARED DISPOSITIVE POWER

</TABLE>

<S> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

300,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.7%

14 TYPE OF REPORTING PERSON*

CO
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

SCHEDULE 13D

This statement is filed on behalf of Bioengineering International
B.V. ("BEI"), a Netherlands corporation.

Item 1. Security and Issuer.

This statement relates to the Common Stock, $.01 par value (the
"Common Stock"), of INCSTAR Corporation, a Minnesota corporation
("INCSTAR"). The principal executive offices of INCSTAR are located at
1951 Northwestern Avenue, Stillwater, Minnesota 55082.

Item 2. Identity and Background.

BEI, a Netherlands corporation with principal offices located at
St. Pietershalsteeg 5, 1012 GL Amsterdam, Holland, is a holding company of
various subsidiaries are located in the European Economic Community,
Switzerland, Brazil, Argentina and the United States. The BEI group
distributes primarily immunodiagnostics and radio pharmaceutical products,
pacemakers, cardiac valves and oxygenators and hymodialysis products
worldwide. During the last five years, BEI has not been convicted of any
criminal proceeding and has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of
which it was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or which has found any violations with
respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

In the event BEI were to exercise its option for 300,000 shares of
Common Stock, the source of funds for this acquisition (the "Acquisition")
would be cash on hand. The acquisition price would be $10.00 per share or
$3,000,000.

Item 4. Purpose of Transaction.

BEI's purpose is to create and develop a majority-owned investment
in a United States based company which has operations in fields related to
its biological products business. To effectuate that purpose in October
1986, BEI acquired the majority ownership of Clinical Sciences Inc.
("Clinical"), a NASDAQ listed, New Jersey based manufacturer of
immunodiagnostic test kits. To ensure the growth of its investment, BEI,
Clinical and INCSTAR entered into an Agreement in Principle dated June 22,
1989 incorporated herein as Exhibit 1 (the "Agreement in Principle"),
pursuant to which BEI, Clinical and INCSTAR would enter into a business
combination as described in a Press Release dated June 22, 1989,
incorporated herein as Exhibit A to the Agreement in Principle.
Additionally, BEI and INCSTAR entered into a Stock Option and Expense
Reimbursement Agreement (the "Stock Option and Expense Reimbursement
Agreement") dated as of June 22, 1989, incorporated herein as Exhibit B to
the Agreement in Principle.

Except as set forth above and as required, necessary or useful to
consummate the transactions described in the Agreement in Principle and
exhibits thereto, BEI has no other present plans or proposals which would
relate to or result in:

(a) The acquisition by any person of additional securities of
INCSTAR, or the disposition of securities of INCSTAR;

(b) An extraordinary corporate transaction involving INCSTAR or
any of its subsidiaries;

(d) Any change in the present board of directors or management of
INCSTAR except that if the transactions described in the Agreement in
Principle are consummated, BEI would expect to elect its representatives to
constitute a majority of an expanded Board of Directors;

(e) Any material change in the present capitalization or dividend
policy of INCSTAR;

(f) Any other material change in INCSTAR's business or corporate
structure;

(g) Changes in INCSTAR's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of INCSTAR by any person other than BEI;

(h) Causing a class of securities of INCSTAR to be delisted from a
national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;

(i) A class of equity securities of INCSTAR becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or

(j) Any action similar to any of those enumerated above.

BEI retains the right, subject to a continuing review of INCSTAR's
business prospects, economic conditions and other relevant factors, to take
any or all such action as it may deem appropriate to protect its investment
in INCSTAR or for any other reason.

Item 5. Interest in Securities of the Issuer.
BEI is the owner of an option to acquire an aggregate of 300,000
shares of INCSTAR Common Stock and as this option could become exercisable
within 45 days under certain circumstances from June 22, 1989, BEI is
deemed to be the beneficial owner of such shares. BEI will have sole
voting and disposition power with respect to all shares acquired through
the exercise of such option. BEI has not effected any transactions in the
INCSTAR Common Stock except for the Acquisition.

Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.

Prior to entering into the Stock Option and Expense Reimbursement
Agreement, BEI entered into a standstill arrangement among itself, INCSTAR,
Clinical and Sorin Biomedia S.p.A., an Italian corporation ("Sorin"). A
copy of the letter agreement setting forth that previous arrangement is set
forth as Exhibit 2.

Item 7. Material to be filed as Exhibits.

The following are filed as exhibits to this statement:

1. Agreement in Principle dated as of June 22, 1989 by and among
BEI, Clinical and INCSTAR, including:

Exhibit A - Press Release dated June 22, 1989; and

Exhibit B - Stock Option and Expense Reimbursement
Agreement dated as of June 22, 1989
between BEI and INCSTAR.

2. Standstill Agreement dated March 24, 1989 by and among BEI,
INCSTAR, Clinical and Sorin.

<PAGE>
SIGNATURE

After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.

Dated: June 29 , 1989 BIOENGINEERING INTERNATIONAL B.V.

By: /S/ ENNIO DENTI
---------------------------
Dr. Ennio Denti, Authorized
Representative

<PAGE>

EXHIBIT INDEX

EXHIBIT NO. PAGE

1. Agreement in Principle dated as of 8
June 22, 1989 by and among BEI, Clinical and
INCSTAR, including:

Exhibit A - Press Release dated 12
June 22, 1989; and

Exhibit B - Stock Option and Expense 16
Reimbursement Agreement dated
as of June 22, 1989 by and
between BEI and INCSTAR.

2. Standstill Agreement dated 27
March 24, 1989 by and among BEI, INCSTAR,
Clinical, and Sorin.

<PAGE>

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)

CLINICAL SCIENCES INC.
(Name of Issuer)

COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)

187265 103
(CUSIP Number)

Bioengineering International B.V.
St. Pietershalsteeg 5
1012 GL Amsterdam, Holland
Attention: Dr. Ennio Denti
011-39-161-487418
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)

- with copies to -
Stanley U. North, III, Esq.
Sills Cummis Zuckerman Radin Tischman Epstein & Gross, P.A.
33 Washington Street
Newark, New Jersey 07102
(201) 643-3232

JUNE 22, 1989
(Date of Event which Requires Filing
of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b) (3) or (4), check the
following box <square>.

Check the following box if a fee is being paid with this statement
<square>.

The Exhibit Index required by Rule 0-3(c) is located on page 7 of this
filing.

CUSIP NO. 187265 103 13D PAGE 2 OF 26 PAGES
<S> <C>

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

BIOENGINEERING INTERNATIONAL B.V.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A)<square>
(B)<square>
3 SEC USE ONLY

4 SOURCE OF FUNDS*

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
<square>

6 CITIZENSHIP OR PLACE OF ORGANIZATION

NETHERLANDS
</TABLE>

<S> <C> <C>
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 4,205,000
WITH

8 SHARED VOTING POWER

9 SOLE DISPOSITIVE POWER

4,205,000

10 SHARED DISPOSITIVE POWER

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,205,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

53.4

14 TYPE OF REPORTING PERSON*

CO
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

SCHEDULE 13D
Amendment No. 1

This Amendment No. 1 is filed on behalf of Bioengineering International
B.V., a Netherlands corporation ("BEI"). This Amendment No. 1 amends and
supplements the Schedule 13D filed on November 7, 1986 by BEI (the "1986
Statement").

Item 1. Security and Issuer.

No change.

Item 2. Identity and Background.

The address of BEI has changed to the following:

Bioengineering International B.V.
St. Pietershalsteeg 5
1012 GL Amsterdam, Holland.

Item 3. Source and Amount of Funds or Other Consideration.

No change.

Item 4. Purpose of Transaction.

The prior Item 4 is replaced in its entirety with the following:

BEI's purpose in acquiring shares of Clinical Common Stock is to create and
develop an investment in a United States based company which has operations in
fields related to its biological products business. To ensure the growth of
its investment, BEI, Clinical and INCSTAR Corporation, a Minnesota corporation
("INCSTAR") entered into an Agreement in Principle dated June 22, 1989
incorporated herein as Exhibit 1, (the "Agreement in Principle") pursuant to
which BEI, Clinical and INCSTAR would enter into a business combination as
described in a Press Release dated June 22, 1989, incorporated herein as
Exhibit A to the Agreement in Principle.

Additionally, BEI and INCSTAR entered into a Stock Option and Expense
Reimbursement Agreement dated as of June 22, 1989, incorporated herein as
Exhibit B to the Agreement in Principle.

Except as set forth above and as required, necessary or useful to consummate
the transactions described in the Agreement in Principle and exhibits thereto,
BEI has no present plans or proposals which would relate to or result in:

(a) The acquisition by any person of additional securities of
Clinical, or the disposition of securities of Clinical, other than pursuant to
the Common Stock purchase warrant described in Item 5 of the 1986 Statement;

(b) An extraordinary corporate transaction involving Clinical or any
of its subsidiaries;

(d) Any change in the present board of directors or management of
Clinical;

(e) Any material change in the present capitalization or dividend
policy of Clinical;

(f) Any other material change in Clinical's business or corporate
structure;

(g) Changes in Clinical's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
Clinical by any person;

(h) Causing a class of securities of Clinical to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of Clinical becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or

(j) Any action similar to any of those enumerated above.

BEI retains the right, subject to a continuing review of Clinical's business
prospects, economic conditions and other relevant factors, to take any or all
such action as it may deem appropriate to protect its investment in Clinical or
for any other reason.

Item 5. Interest in Securities of the Issuer.

No change.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.

BEI has reached an understanding with the four persons designated by BEI as
directors of Clinical that BEI will acquire from such persons a total aggregate
of 64,000 shares of Clinical Common Stock represented by options held by such
persons if and when such options are exercised.

<PAGE>
Item 7. Material to be filed as Exhibits.

The following are filed as exhibits to this Amendment No. 1:

1. Agreement in Principle dated as of June 22, 1989 by and among BEI,
Clinical and INCSTAR, including:

Exhibit A - Press Release dated June 22, 1989; and

Exhibit B - Stock Option and Expense Reimbursement Agreement dated
as of June 22, 1989 between BEI and INCSTAR.

<PAGE>
SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.

Dated: June 29 , 1989 BIOENGINEERING INTERNATIONAL B.V.

By: /S/ ENNIO DENTI
---------------------------
Dr. Ennio Denti, Authorized
Representative

<PAGE>
EXHIBIT INDEX

EXHIBIT NO. PAGE

1. Agreement in Principle dated as of
June 22, 1989 by and among BEI,
Clinical and INCSTAR, including: 8

Exhibit A - Press Release dated
June 22, 1989; and 12

Exhibit B - Stock Option and Expense
Reimbursement Agreement dated as
of June 22, 1989 between BEI and
INCSTAR. 16

<PAGE>

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)

CLINICAL SCIENCES INC.
(Name of Issuer)

COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)

187265 103
(CUSIP Number)

Bioengineering International
B.V.
St. Pietershalsteeg 5
1012 GL Amsterdam, Holland
Attention: Dr. Ennio Denti
011-39-161-487418
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)

- with copies to -
Stanley U. North, III, Esq.
Sills Cummis Zuckerman Radin Tischman Epstein & Gross, P.A.
33 Washington Street
Newark, New Jersey 07102
(201) 643-3232

JULY 24, 1989
(Date of Event which Requires Filing
of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b) (3) or (4), check the
following box <square>.

Check the following box if a fee is being paid with this statement
<square>.

The Exhibit Index required by Rule 0-3(c) is located on page 8 of this
filing.

<PAGE>

CUSIP NO. 187265 103 13D PAGE 2 OF 244 PAGES
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

BIOENGINEERING INTERNATIONAL B.V.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A)<square>
(B)<square>
3 SEC USE ONLY

4 SOURCE OF FUNDS*

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
<square>

6 CITIZENSHIP OR PLACE OF ORGANIZATION

NETHERLANDS
</TABLE>

NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 4,205,000
WITH
8 SHARED VOTING POWER

9 SOLE DISPOSITIVE POWER

4,205,000

10 SHARED DISPOSITIVE POWER

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,205,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

53.4

14 TYPE OF REPORTING PERSON*

CO
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

SCHEDULE 13D
Amendment No. 2

This Amendment No. 2 is filed on behalf of Bioengineering
International B.V., a Netherlands corporation ("BEI"). This Amendment No.
2 amends and supplements the Schedule 13D filed on November 7, 1986 by BEI
and Amendment No. 1 thereto filed on June 30, 1989 by BEI.

Item 1. Security and Issuer.

No material change.

Item 2. Identity and Background.

No material change.

Item 3. Source and Amount of Funds or Other Consideration.

No material change.

Item 4. Purpose of Transaction.

The prior Item 4 is replaced in its entirety with the following:

BEI's purpose in acquiring shares of Common Stock of Clinical Sciences,
Inc., a Delaware corporation ("Clinical") is to create and develop an
investment in a United States biological products business. To ensure the
growth of its investment, BEI, Clinical and INCSTAR Corporation, a
Minnesota corporation ("INCSTAR") entered into a series of agreements dated
as of July 24, 1989 setting forth their proposed business combination.

BEI and INCSTAR entered into a Stock Purchase Agreement dated as of July
24, 1989, incorporated herein as Exhibit 3 (the "Stock Purchase
Agreement"), Clinical and INCSTAR entered into the Plan and Agreement of
Merger dated as of July 24, 1989, incorporated herein as Exhibit 4 (the
"Merger Agreement"), and BEI and INCSTAR entered into Stock Option
Agreement dated as of July 24, 1989, incorporated herein as Exhibit 5 (the
"Stock Option Agreement"). In addition, upon the closing of the Stock
Purchase Agreement and the Merger Agreement, Sorin Biomedica S.p.A., an
Italian affiliate of BEI ("Sorin") and INCSTAR would enter into (i) two
Distribution Agreements, incorporated herein as Exhibits E and F to the
Stock Purchase Agreement and (ii) the Technology Transfer Agreement
incorporated herein as Exhibit G to the Stock Purchase Agreement. Such
transactions are described in the July 25, 1989 Press Release of BEI,
INCSTAR and Clinical, incorporated herein as Exhibit 6.

The consummation of the above described transactions, other than the
transactions contemplated by the Stock Option Agreement, are subject to,
among other things, (i) the approval of the transactions contemplated by
the merger by the stockholders of both INCSTAR and Clinical; and (ii) the
expiration of the waiting period required under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended and the rules and
regulations promulgated thereunder. The Stock Option Agreement becomes
exercisable only in the event the Stock Purchase Agreement and the Merger
Agreement are terminated.

BEI intends, subject to a continuing review of Clinical's business
prospects as an entity combined with INCSTAR or otherwise, economic
conditions and other relevant factors, to take any or all such action as it
may deem appropriate to protect and maintain its investment in Clinical.

Except as set forth above and as required, necessary or useful to
consummate the transactions described in the Stock Purchase Agreement, the
Merger Agreement and the Stock Option Agreement, and exhibits to each of
these documents, BEI has no present plans or proposals which would relate
to or result in:

(a) The acquisition by any person of additional securities of
Clinical, or the disposition of securities of Clinical, other than pursuant
to the Common Stock purchase warrant described in Item 5 of the Schedule
13D filed by BEI with respect to Clinical on November 7, 1986;

(b) An extraordinary corporate transaction involving Clinical or
any of its subsidiaries;

(d) Any change in the present board of directors or management of
Clinical;

(e) Any material change in the present capitalization or dividend
policy of Clinical;

(f) Any other material change in Clinical's business or corporate
structure;

(g) Changes in Clinical's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of Clinical by any person;

(h) Causing a class of securities of Clinical to be delisted from
a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;

(i) A class of equity securities of Clinical becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or

(j) Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

No material change.

Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.

No material change.

Item 7. Material to be filed as Exhibits.

The following are deemed to be filed as exhibits to this Amendment:

1. WARRANT between BEI and Clinical [Incorporated by reference to
Exhibit B to Stock Purchase Agreement filed as Exhibit 2 to the
initial to the initial Schedule 13D filed by BEI on November 7,
1986.]

2. AGREEMENT IN PRINCIPLE DATED AS OF JUNE 22, 1989 by and among BEI,
Clinical and INCSTAR, including the following exhibits:

Exhibit A - Press Release dated June 22, 1989; and

Exhibit B - Stock Option and Expense Reimbursement Agreement
dated as of June 22, 1989 between BEI and INCSTAR.
[Incorporated by reference to Amendment No. 1 to the
Schedule 13D filed on June 30, 1989.]

3. STOCK PURCHASE AGREEMENT DATED JULY 24, 1989 between BEI and
INCSTAR, including the following exhibits:

Exhibit A - Certificate of Designation;

Exhibit B - The Warrant

Exhibit C - Purchase Rights Agreement;

Exhibit D - Employment Related Arrangements;

Exhibit E - Distributorship Agreement between Sorin, as
manufacturer and INCSTAR as distributor;

Exhibit F - Distributorship Agreement between INCSTAR as
manufacturer and Sorin as distributor; and

Exhibit G - Technology Transfer Agreement between Sorin is
innovator and INCSTAR as recipient.

4. MERGER AGREEMENT DATED AS OF JULY 24, 1989 between Clinical and
INCSTAR, including the following exhibits:

Exhibit A - Directors of the Surviving Corporation; and

Exhibit B - Employee Related Arrangements.

5. STOCK OPTION AGREEMENT DATED AS OF JULY 24, 1989 between BEI and
INCSTAR

6. PRESS RELEASE DATED JULY 25, 1989.

<PAGE>
SIGNATURE

After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.

Dated: August 2, 1989 BIOENGINEERING INTERNATIONAL B.V.

By: /S/ ENNIO DENTI
---------------------------
Dr. Ennio Denti, Authorized
Representative

<PAGE>
EXHIBIT INDEX

EXHIBIT NO. PAGE

1. WARRANT between BEI and Clinical [Incorporated __
by reference to Exhibit B to Stock Purchase
Agreement filed as Exhibit 2 to the initial
Schedule 13D filed by BEI on November 7, 1986.]

2. AGREEMENT IN PRINCIPLE DATED AS OF JUNE 22, __
1989 by and among BEI, Clinical and INCSTAR,
including the following exhibits:

Exhibit A - Press Release dated June 22, 1989; __
and

Exhibit B - Stock Option and Expense __
Reimbursement Agreement dated as
of June 22, 1989 between BEI and
INCSTAR. [Incorporated by
reference to Amendment No. 1 to
the Schedule 13D filed on June 30,
1989.]

3. STOCK PURCHASE AGREEMENT DATED JULY 24, 1989 10
between BEI and INCSTAR, including the
following exhibits:

Exhibit A - Certificate of Designation; 50

Exhibit B - The Warrant; 57

Exhibit C - Purchase Rights Agreement; 74

Exhibit D - Employment Related Arrangements; 86

Exhibit E - Distributorship Agreement 102
between Sorin, as manufacturer and INCSTAR as
distributor;

Exhibit F - Distributorship Agreement between 126
INCSTAR as manufacturer and Sorin as distributor; and

Exhibit G - Technology Transfer Agreement 149
between Sorin as innovator and INCSTAR as
recipient.

4. MERGER AGREEMENT DATED AS OF JULY 24, 1989 169
between Clinical and INCSTAR, including the
following exhibits:

Exhibit A - Directors of the Surviving 225
Corporation; and
Exhibit B - Employee Related Arrangements. 226

5. STOCK OPTION AGREEMENT DATED AS OF JULY 24, 229
1989 between BEI and INCSTAR.

6. PRESS RELEASE DATED JULY 25, 1989. 239

<PAGE>

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)

INCSTAR CORPORATION
(Name of Issuer)

COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)

453370 10 83
(CUSIP Number)

Bioengineering International
B.V.
St. Pietershalsteeg 5
1012 GL Amsterdam, Holland

ATTENTION: DR. ENNIO DENTI 011-39-161-487418
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)

- with copies to -
Stanley U. North, III, Esq.
Sills Cummis Zuckerman Radin Tischman Epstein & Gross, P.A.
33 Washington Street
Newark, New Jersey 07102
(201) 643-3232

DECEMBER 13, 1989
(Date of Event which Requires Filing
of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b) (3) or (4), check the
following box <square>.

Check the following box if a fee is being paid with this statement
<square>.

The Exhibit Index required by Rule 0-3(c) is located on page 10 of this
filing.

<PAGE>

CUSIP NO. 453370 10 8 13D PAGE 2 OF 50 PAGES
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

BIOENGINEERING INTERNATIONAL B.V.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A)<square>
(B)<square>
3 SEC USE ONLY

4 SOURCE OF FUNDS*

WC/00

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
<square>

6 CITIZENSHIP OR PLACE OF ORGANIZATION

NETHERLANDS
</TABLE>

<S> <C> <C>
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 7,451,096
WITH
8 SHARED VOTING POWER

9 SOLE DISPOSITIVE POWER

7,451,096

10 SHARED DISPOSITIVE POWER

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,181,816

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

54.61%

14 TYPE OF REPORTING PERSON*

CO
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

SCHEDULE 13D
Amendment No. 3

This Amendment No. 3 is filed on behalf of Bioengineering International
B.V., a Netherlands corporation. This Amendment No. 3 amends and supplements
the Schedule 13D filed on June 30, 1989, Amendment No. 1 thereto filed August
3, 1989 and Amendment No. 2 thereto filed August 4, 1989.

Item 1. Security and Issuer.

No material change.

Item 2. Identity and Background.

The prior Item 2 is replaced in its entirety with the following:

Bioengineering International B.V., a Netherlands corporation ("BEI") has its
principal offices at St. Pietershalsteeg 5, 1012 GL Amsterdam, Holland. BEI is
a holding company of various subsidiaries with operations in the medical
industry and is a wholly-owned subsidiary of Snia BPD S.p.A., an Italian
corporation ("SNIA"). SNIA in turn is controlled by Fiat S.p.A. and is thus a
member of the FIAT Group, a world-wide industrial organization.

BEI's subsidiaries are located in the European Economic Community,
Switzerland, Brazil, Argentina and the United States. BEI through its various
subsidiaries manufactures and distributes immunodiagnostic and
radiopharmaceutical products, pacemakers, cardiac valves and oxygenators and
hemodialysis products worldwide. During the last five years, BEI has not been
convicted in any criminal proceeding and has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which it was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or which has found any violation with
respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

On December 13, 1989 BEI purchased 1,881,235 shares of Class A Convertible
Preferred Stock (the "PREFERRED SHARES") of INCSTAR Corporation, a Minnesota
corporation ("INCSTAR"), pursuant to the Amended and Restated Stock Purchase
Agreement dated as of October 23, 1989, incorporated herewith as Exhibit 1 (the
"STOCK PURCHASE AGREEMENT"). The acquisition price was $27,101,070.00 or
$14.406 per Preferred Share. Subsequently, BEI converted the Preferred Shares
into 3,762,470 shares of Common Stock of INCSTAR. The source of funds for this
acquisition was intra-company borrowings from within the Fiat Group. On
December 13, 1989, BEI acquired an additional 3,688,626 shares of Common Stock
of INCSTAR upon the conversion of 4,205,000 shares of Common Stock of Clinical
Sciences Inc., a Delaware corporation ("CLINICAL") held by BEI, pursuant to the
Amended and Restated Plan and Agreement of Merger dated as of October 23, 1989,
incorporated herein as Exhibit 2 (the "MERGER AGREEMENT"). The closing sale
price of the Common Stock of Clinical was $4.00 per share as of June 21, 1989,
the last full trading day preceding the first public announcement of the
business combination described in Item 4 below.

Item 4. Purpose of Transaction.

The prior Item 4 is replaced in its entirety with the following:

BEI's purpose is to create and develop a majority-owned investment in a
United States based company which has operations in fields related to BEI's
biological products business. To effectuate that purpose, in October 1986, BEI
acquired the majority ownership of Clinical, a NASDAQ listed, New Jersey based
manufacturer of immunodiagnostic test kits. To ensure the growth of its
investment, BEI, together with Clinical and INCSTAR, entered into an Agreement
in Principle on June 22, 1989 relating to their proposed business combination
and thereafter entered into a series of definitive agreements dated as of July
24, 1989 setting forth such business combination.

On September 20, 1989, the waiting period required under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended and the rules and
regulations promulgated thereunder to which the consummation of the business
combination was subject terminated.

As of October 23, 1989, BEI and INCSTAR entered into the Stock Purchase
Agreement, and Clinical and INCSTAR entered into the Merger Agreement. On
November 3, 1989, the Securities and Exchange Commission declared effective the
Joint Proxy Statement - Prospectus of INCSTAR and Clinical seeking the approval
of their respective shareholders of the Merger Agreement and the transactions
contemplated thereby (the "JOINT PROXY STATEMENT"). The Merger Agreement was
approved by the shareholders of both INCSTAR and Clinical at the respective
shareholder meetings of INCSTAR and Clinical held on December 12, 1989. A
press release to this effect was issued on December 13, 1989 and is
incorporated herein as Exhibit 3.

On December 13, 1989, the transactions contemplated by the Stock Purchase
Agreement and the Merger Agreement were consummated. Upon the consummation of
the Stock Purchase Agreement and the Merger Agreement, the Stock Option
Agreement between BEI and INCSTAR dated as of July 24, 1989, (the "STOCK OPTION
AGREEMENT") expired as did the Standstill Agreement between BEI, INCSTAR,
Clinical and Sorin dated March 24, 1989.

Upon the closing of the Stock Purchase Agreement and the Merger Agreement,
Sorin Biomedica S.p.A., an Italian affiliate of BEI ("SORIN") and INCSTAR
entered into (i) two Distributorship Agreements, which are incorporated herein
as Exhibits 4 and 5, and (ii) the Technology Transfer Agreement, which is
incorporated herein as Exhibit 6.

BEI intends, subject to a continuing review of (i) INCSTAR's business
prospects, (ii) general economic conditions and (iii) other relevant factors
and consistent with its existing contractual obligations regarding INCSTAR, to
take any or all such action as it may deem appropriate to maintain its
investment and ownership interest in INCSTAR.

Except as set forth above, BEI has no present plans or proposals which would
relate to or result in:

(a) The acquisition by any person of additional securities of INCSTAR, or
the disposition of securities of INCSTAR;

(b) An extraordinary corporate transaction involving INCSTAR or any of its
subsidiaries;

(d) Any change in the present board of directors or management of INCSTAR
other than the election of BEI of its representatives to constitute a majority
of an expanded Board of Directors;

(e) Any material change in the present capitalization or dividend policy of
INCSTAR;

(f) Any other material change in INCSTAR's business or corporate structure;

(g) Changes in INCSTAR's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of INCSTAR
by any person other than BEI;

(h) Causing a class of securities of INCSTAR to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-
dealer quotation system of a registered national securities association;

(i) A class of equity securities of INCSTAR becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or

(j) Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

The prior Item 5 is replaced in its entirety with the following:

The Stock Option Agreement dated as of July 24, 1989 between BEI and INCSTAR
which, among other things, granted to BEI an option to acquire an aggregate of
600,000 shares of INCSTAR Common Stock expired upon the closing of the Stock
Purchase Agreement and the Merger Agreement.
As a result of the transactions described in Item 4, BEI is at present the
record and beneficial owner of an aggregate of 7,451,096 shares of Common Stock
of INCSTAR with respect to which it has sole voting and disposition power.

On December 13, 1989 pursuant to the terms of the Stock Purchase Agreement,
INCSTAR issued to BEI a warrant for shares of INCSTAR Common Stock, which is
incorporated herein as Exhibit 7 (the "BEI WARRANT"). The BEI Warrant entitles
BEI to purchase an aggregate of 730,720 shares of INCSTAR Common Stock, or
approximately 5% of the INCSTAR Common Stock now issued and outstanding. The
BEI Warrant is exercisable at any time in whole or in part by BEI, so long as
BEI owns at least 45% of the shares of Common Stock of INCSTAR outstanding, for
a period of 10 years ending December 12, 1999 at an exercise price equal to the
average of the daily closing prices per share of Common Stock of INCSTAR for
the 20-day period ending ten days prior to the date of exercise. Accordingly,
BEI may be deemed to be the beneficial owner of an additional 730,720 shares of
Common Stock of INCSTAR issuable upon the exercise of the BEI Warrant.

INCSTAR has advised BEI that as of December 13, 1989, 14,251,018 shares of
INCSTAR Common Stock were issued and outstanding. Accordingly, the 8,181,816
shares of Common Stock of INCSTAR which BEI beneficially owns would represent
54.61% of the outstanding shares of Common Stock of INCSTAR if the BEI Warrant
were exercised. Other than its initial acquisition of 7,451,096 shares of
Common Stock of INCSTAR on December 13, 1989, BEI has not effected any
transactions in the Common Stock of INCSTAR.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.

The prior Item 6 is replaced in its entirety with the following:

On December 13, 1989, BEI and INCSTAR entered into a Purchase Rights
Agreement, which is incorporated herein as Exhibit 8 (the "PURCHASE RIGHTS
AGREEMENT"). Under the Purchase Rights Agreement, BEI may purchase additional
shares of Common Stock of INCSTAR or shares of other capital stock of INCSTAR.
Generally, in the event that INCSTAR issues or sells any shares of, or rights
to acquire, capital stock of INCSTAR to parties other than BEI, BEI is entitled
to purchase, at the offering price thereof, from INCSTAR, such number of shares
of capital stock of INCSTAR to enable BEI to maintain its then existing
ownership position. To the extent there is a change in the number of issued
and outstanding shares of Common Stock of INCSTAR which would dilute BEI's
ownership position, BEI may exercise its purchase right to preserve its then
existing ownership position in the Common Stock of INCSTAR. The Purchase
Rights Agreement remains in effect for so long as BEI owns at least 45% of the
outstanding Common Stock of INCSTAR.

As of December 13, 1989, INCSTAR has made available 700,000 shares of
INCSTAR Common Stock under the INCSTAR 1989 Stock Option Plan from which
options to purchase an aggregate of 386,000 shares have been granted. BEI
would thus be entitled under the Purchase Rights Agreement to purchase up to
386,000 shares of INCSTAR Common Stock should these options be exercised.

Pursuant to the terms of a Put Option Agreement, a form of which is
incorporated herein as Exhibit 9 (the "PUT OPTION AGREEMENT"), on December 13,
1989 BEI granted to certain executives of Clinical and INCSTAR the right to
require BEI to purchase up to an aggregate of 466,224 shares of INCSTAR Common
Stock issued to such executives upon the exercise of outstanding stock options
held by such executives as of June 22, 1989 (the "OPTION SHARES") for a
purchase price of $4.50 per Option Share (the "OPTION"). The Option may be
exercised by the grantee thereof from July 1, 1990 to June 30, 1991.

Item 7. Material to be filed as Exhibits.

The following are deemed to be filed as exhibits to this Amendment:

1. AMENDED AND RESTATED STOCK PURCHASE AGREEMENT between BEI and INCSTAR
as of October 23, 1989. [Incorporated by reference to Appendix B to
the Joint Proxy Statement contained in INCSTAR's Form S-4 Registration
Statement, File No. 33-30785, as amended.]

2. AMENDED AND RESTATED MERGER AGREEMENT between Clinical and INCSTAR
dated as of October 23, 1989. [Incorporated by reference to Appendix A
to the Joint Proxy Statement contained in INCSTAR's Form S-4
Registration Statement, File No. 33-30785, as amended.]

3. PRESS RELEASE dated December 13, 1989.

4. DISTRIBUTORSHIP AGREEMENT between Sorin, as manufacturer and INCSTAR as
distributor dated December 13, 1989. [Incorporated herein by reference
to Exhibit No. 3 to Amendment No. 1 to Schedule 13D filed by BEI on
August 3, 1989.]

5. DISTRIBUTORSHIP AGREEMENT between INCSTAR as manufacturer and Sorin as
distributor dated December 13, 1989. [Incorporated herein by reference
to Exhibit No. 3 to Amendment No. 1 to Schedule 13D filed by BEI on
August 3, 1989.]

6. TECHNOLOGY TRANSFER AGREEMENT between Sorin as innovator and INCSTAR as
recipient dated December 13, 1989. [Incorporated herein by reference
to Exhibit No. 3 to Amendment No. 1 to Schedule 13D filed by BEI on
August 3, 1989.]

7. WARRANT issued by INCSTAR in favor of BEI dated December 13, 1989.

8. PURCHASE RIGHTS AGREEMENT between BEI and INCSTAR dated December 13,
1989.

9. FORM OF PUT OPTION AGREEMENT between BEI and certain officers of
Clinical and INCSTAR dated as of December 13, 1989.

<PAGE>
SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.

Dated: December 21, 1989 BIOENGINEERING INTERNATIONAL B.V.

By: /S/ ENNIO DENTI
-----------------------------
Ennio Denti,
Authorized Representative

<PAGE>
EXHIBIT INDEX

EXHIBIT NO. PAGE

1 AMENDED AND RESTATED STOCK PURCHASE AGREEMENT __
between BEI and INCSTAR as of October 23,
1989. [Incorporated by reference to Appendix
B to the Joint Proxy Statement contained in
INCSTAR's Form S-4 Registration Statement,
File No. 33-30785, as amended.]

2 AMENDED AND RESTATED MERGER AGREEMENT between __
Clinical and INCSTAR dated as of October 23,
1989. [Incorporated herein by reference to
Appendix A the Joint Proxy Statement contained
in INCSTAR's to Form S-4 Registration Statement,
File No. 33-30785, as amended.]

3 PRESS RELEASE dated December 13, 1989 11

4 DISTRIBUTORSHIP AGREEMENT between Sorin, __
as manufacturer and INCSTAR as distributor
dated December 13, 1989. [Incorporated herein
by reference to Exhibit No. 3 to Amendment No.
1 to Schedule 13D filed by BEI on August 3,
1989.]

5 DISTRIBUTORSHIP AGREEMENT between INCSTAR as __
manufacturer and Sorin as distributor dated
December 13, 1989. [Incorporated herein by
reference to Exhibit No. 3 to Amendment No.
1 to Schedule 13D filed by BEI on August 3,
1989.]

6 TECHNOLOGY TRANSFER AGREEMENT between Sorin as __
innovator and INCSTAR as recipient dated
December 13, 1989. [Incorporated herein by
reference to Exhibit No. 3 to Amendment No.
1 to Schedule 13D filed by BEI on August 3,
1989.]

7 WARRANT issued by INCSTAR in favor of BEI 15
dated December 13, 1989.

8 PURCHASE RIGHTS AGREEMENT between BEI 32
and INCSTAR dated December 13, 1989.

9 FORM OF PUT OPTION AGREEMENT between BEI and 44
certain officers of Clinical and INCSTAR dated
as of December 13, 1989.

<PAGE>

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)

INCSTAR CORPORATION
(Name of Issuer)

COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)

453370 10 8
(CUSIP Number)

Bioengineering International B.V.
St. Pietershalsteeg 5
1012 GL Amsterdam, Holland

ATTENTION: DR. ENNIO DENTI 011-39-161-487418
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)

- with copies to -
Stanley U. North, III, Esq.
Sills Cummis Zuckerman Radin Tischman Epstein & Gross, P.A.
One Riverfront Plaza
Newark, New Jersey 07102
(201) 643-7000

SEPTEMBER 28, 1990
(Date of Event which Requires Filing
of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b) (3) or (4), check the
following box <square>.

Check the following box if a fee is being paid with this statement
<square>.

The Exhibit Index required by Rule 0-3(c) is located on page 13 of this
filing.

<PAGE>

<TABLE>
<CAPTION>
CUSIP NO. 453370 10 8 13D PAGE 2 OF 16 PAGES
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

SNIA BPD S.P.A.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A)<check box>
(B)<square>
3 SEC USE ONLY

4 SOURCE OF FUNDS*

WC/00

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
<square>

6 CITIZENSHIP OR PLACE OF ORGANIZATION

ITALY
</TABLE>

<S> <C> <C>
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -0-
WITH
8 SHARED VOTING POWER

8,190,738

9 SOLE DISPOSITIVE POWER

-0-

10 SHARED DISPOSITIVE POWER

8,190,738
</TABLE>

<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,921,450

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

54.16%

14 TYPE OF REPORTING PERSON*

CO
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

CUSIP NO. 453370 10 8 13D PAGE 3 OF 16 PAGES

<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

BIOENGINEERING INTERNATIONAL B.V.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A)<check box>
(B)<square>
3 SEC USE ONLY

4 SOURCE OF FUNDS*

WC/00

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
<square>

6 CITIZENSHIP OR PLACE OF ORGANIZATION

NETHERLANDS
</TABLE>

NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -0-
WITH

8 SHARED VOTING POWER

8,190,738

9 SOLE DISPOSITIVE POWER

-0-

10 SHARED DISPOSITIVE POWER

8,190,738
</TABLE>

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,921,458

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

54.16%

14 TYPE OF REPORTING PERSON*

CO
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

CUSIP NO. 453370 10 8 13D PAGE 4 OF 16 PAGES

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

SORIN BIOMEDICA S.P.A.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A)<check box>
(B)<square>
3 SEC USE ONLY

4 SOURCE OF FUNDS*

WC/00

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
<square>

6 CITIZENSHIP OR PLACE OF ORGANIZATION

ITALY
</TABLE>

NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -0-
WITH
8 SHARED VOTING POWER

8,190,738

9 SOLE DISPOSITIVE POWER

-0-

10 SHARED DISPOSITIVE POWER

8,190,738
</TABLE>

<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,921,458

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

54.16%

14 TYPE OF REPORTING PERSON*

CO
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

SCHEDULE 13D
Amendment No. 4

This Amendment No. 4 is filed on behalf of Bioengineering
International B.V., a Netherlands corporation and its affiliates. This
Amendment No. 4 amends and supplements the initial Schedule 13D filed June
30, 1989; as amended by Amendment No. 1 filed August 3, 1989; Amendment No.
2 filed August 4, 1989 and Amendment No. 3 filed December 26, 1989.

Item 1. SECURITY AND ISSUER.

No material change.

Item 2. IDENTITY AND BACKGROUND.

The prior Item 2 is replaced in its entirety with the following:

Bioengineering International B.V., a Netherlands corporation
("BEI") has its principal offices at St. Pietershal-steeg 5, 1012 GL
Amsterdam, Holland. BEI is a holding company with various subsidiaries
with operations in various medical specialties industries, two of which are
the Company and Sorin Biomedica S.p.A., an Italian corporation ("SORIN")
with its principal offices at Via Crescentino, 13040 Saluggia (VC) Italy.
BEI is a majority shareholder of Sorin with the remaining shares of Sorin
publicly held and traded on the Milan Borsa. BEI itself is a wholly-owned
subsidiary of SNIA BPD S.p.A., an Italian corporation ("SNIA") with its
principal offices at Via Borgonuovo, 14 Milan, Italy. SNIA in turn is
controlled by FIAT S.p.A., an Italian corporation ("FIAT") which heads a
world-wide industrial organization of companies (the "FIAT GROUP"). The
remaining shares of SNIA not owned by the FIAT Group are publicly held and
traded on the Milan Borsa. FIAT's capital stock is traded on several of
the world's major exchanges and maintains trading in American Depositary
Receipts on the New York Stock Exchange.

SNIA's bioengineering subsector consists of BEI, Sorin, the Company
and other subsidiaries and has operations located in the European Economic
Community, Switzerland, Brazil, Argentina and the United States and
develops, manufactures and distributes immunodiagnostic and
radiopharmaceutical products, pacemakers, cardiac valves and oxygenators
and hemodialysis products on a worldwide basis.

SNIA, BEI, Sorin and the other members of the SNIA's bioengineering
subsector other than the Company are hereinafter referred to as the
"BIOENGINEERING SUBSECTOR."

During the last five years, no member of the Bioengineering
Subsector has been convicted in any criminal proceeding nor have any one of
them been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which anyone of them were or
are subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal
or state securities laws of the United States or which has found to be in
any violation with respect to such laws.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

In December 1989, the Bioengineering Subsector purchased 1,881,235
shares of Class A Convertible Preferred Stock (the "PREFERRED SHARES") of
the Company pursuant to the Amended and Restated Stock Purchase Agreement
dated as of October 23, 1989, incorporated herewith as EXHIBIT 1 (the
"STOCK PURCHASE AGREEMENT"). The acquisition price was $27,101,070.00 or
$14.406 per Preferred Share. Subsequently, these Preferred Shares were
converted into 3,762,470 shares of Company Common Stock. The source of
funds for this acquisition was intra-company borrowings from within the
FIAT Group.

In December 1989, the Bioengineering Subsector acquired an
additional 3,688,626 shares of Company Common Stock pursuant to the Amended
and Restated Plan and Agreement of Merger dated as of October 23, 1989,
incorporated herewith as EXHIBIT 2 (the "MERGER AGREEMENT"). At that time,
4,205,000 shares of Common Stock of Clinical Sciences Inc., a Delaware
corporation ("CLINICAL") held by the Bioengineering Subsector were
converted into Company Common Stock at a conversion ratio of 0.8772 of
Company Common Stock for each share of Clinical Common Stock. The closing
sale price of the Clinical Common Stock was $4.00 per share on the last
full trading day preceding the first public announcement of the foregoing
business combination.

In December 1989, the Bioengineering Subsector granted to certain
executives of Clinical and the Company the right to require the
Bioengineering Subsector to purchase an aggregate of up to 466,224 shares
of Company Common Stock from such executives (the "OPTION SHARES") for a
purchase price of $4.50 per Option Share (the "OPTION") pursuant to the
terms of a Put Option Agreement, a form of which is incorporated herewith
as EXHIBIT 3 (the "PUT OPTION AGREEMENT"). The Option could be exercised
by an individual executive from July 1, 1990 to June 30, 1991. Since July
1, 1990 the Bioengineering Subsector has purchased a total of 88,860 Option
Shares from two such executives under the Put Option Agreement who were no
longer actively employed by the Company. The source of funds for this
acquisition was intra-company borrowings from within the FIAT Group.

In December 1989, the Bioengineering Subsector and the Company
entered into a Purchase Rights Agreement, incorporated herewith as EXHIBIT
4 (the "PURCHASE RIGHTS AGREEMENT"). Under the Purchase Rights Agreement,
the Bioengineering Subsector may purchase additional shares of Company
Common Stock or shares of other Company capital stock generally, whenever
and to the extent there is a change in the number of issued and outstanding
shares of Company Common Stock which would dilute the Bioengineering
Subsector's ownership position, the Bioengineering Subsector may exercise
its purchase rights at the offering price thereof to preserve its then
existing ownership position in the Company's Common Stock. The Purchase
Rights Agreement remains in effect for so long as the Bioengineering
Subsector owns at least 45% of the issued and outstanding Company Common
Stock.

In September 1990, the Company entered into an asset purchase
agreement with Baxter International, Inc. providing for the purchase by the
Company of certain assets of Baxter's Clinical Assays business unit. Part
of the consideration paid by the Company to Baxter for these assets
consisted of 600,000 shares of the Company's Common Stock. In order to
enable the Bioengineering Subsector to maintain its percentage ownership of
the Company after this transaction, the Bioengineering Subsector purchased
650,782 shares of Company Common Stock at $4.50 per share for an aggregate
purchase price of $2,928,519 pursuant to the Purchase Rights Agreement.

Item 4. PURPOSE OF TRANSACTION.

The prior item is replaced in its entirety with the following:

The Bioengineering Subsector's purpose for its investment in the
Company is to create and develop a majority-owned investment in a United
States based company which has operations in a field related to the
Bioengineering Subsector's biological products business. To effectuate
that purpose, the Bioengineering Subsector acquired majority ownership of
the Company, a Minnesota based manufacturer of immunodiagnostic test kits
in December 1989.

Upon the Bioengineering Subsector's acquisition of majority
ownership of the Company, Sorin and the Company entered into (i) two
Distributorship Agreements, which are incorporated herewith as EXHIBIT 5
and EXHIBIT 6, respectively; and (ii) the Technology Transfer Agreement,
which is incorporated herewith as EXHIBIT 7.

The Bioengineering Subsector intends, subject to a continuing
review of (i) the Company's business prospects; (ii) general economic
conditions; and (iii) other relevant factors and consistent with its
existing contractual obligations regarding the Company; to take any or all
such action as it may deem appropriate to maintain its investment and
percentage ownership interest in the Company.

Except as set forth herein, the Bioengineering Subsector has no
present plans or proposals which would relate to or result in:

(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;

(b) An extraordinary corporate transaction involving the Company
or any of its subsidiaries;

(d) Any change in the present Board of Directors or management of
the Company other than the election by the Bioengineering Subsector of its
representatives to constitute a majority of the Company's Board of
Directors;

(e) Any material change in the present capitalization or dividend
policy of the Company;

(f) Any other material change in the Company's business or
corporate structure;

(g) Any material change in the Company's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person other than the
Bioengineering Subsector;

(h) Causing a class of securities of the Company to be delisted
from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;

(i) Causing a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended; or

(j) Any action similar to any of those enumerated above.

Item 5. INTEREST IN SECURITIES OF THE ISSUER.

The prior Item 5 is replaced in its entirety with the following:

As a result of the transactions described in Item 4, the
Bioengineering Subsector is at present the record and beneficial owner of
an aggregate of 8,190,738 issued and outstanding shares of Company Common
Stock with respect to which it has sole voting and disposition power.

In December 1989, the Company issued to the Bioengineering
Subsector a warrant which entitles the Bioengineering Subsector to purchase
an aggregate of 730,720 shares of Company Common Stock, or approximately 5%
of the Company Common Stock now issued and outstanding. The warrant is
incorporated herewith as EXHIBIT 8 (the "WARRANT"). The Warrant is
exercisable at any time through December 1999 in whole or in part by the
Bioengineering Subsector, so long as the Bioengineering Subsector owns at
least 45% of the shares of Company Common Stock outstanding. The Warrant
may be exercised at a price equal to the average of the daily closing
prices per share of Company Common Stock for the 20-day period ending ten
days prior to the date of exercise. Accordingly, the Bioengineering
Subsector may be deemed to be the beneficial owner of an additional 730,720
shares of Company Common Stock issuable upon the exercise of the Warrant.

The Company has advised the Bioengineering Subsector that as of
September 28, 1990 there were approximately 15,743,853 shares of Company
Common Stock issued and outstanding. Accordingly, the 8,921,458 shares of
Company Common Stock which the Bioengineering Subsector beneficially owns
would represent approximately 54.16% of the outstanding shares of Company
Common Stock if the Warrant were exercised in full. Other than the
transactions described in Items 3 and 4, the Bioengineering Subsector has
not effected any other transactions in the Company's Common Stock in the
last sixty days.

Item 6. Contracts, Arrangements, Understandings or Relationships
WITH RESPECT TO SECURITIES OF THE ISSUER.

The prior Item 6 is replaced in its entirety with the following:

The Company's Proxy 1990 Statement reports that the Company has made
available for issuance options for an aggregate of 700,000 shares of
Company Common Stock under the Company's 1989 Stock Option Plan and has
reserved for issuance an additional 300,000 shares of Company Common Stock
under the Company's 1990 Employee Stock Purchase Plan. Accordingly, the
Bioengineering Subsector would be entitled under the Purchase Rights
Agreement to purchase additional shares of Company Common Stock under the
Company's 1990 Employee Stock Purchase Plan. Accordingly, the
Bioengineering Subsector would be entitled under the Purchase Rights
Agreement to purchase additional shares of Company Common Stock to the
extent additional shares of Company Common Stock are actually issued to
third parties pursuant to these two Plans so as to maintain the
Bioengineering Subsector's percentage ownership in the Company as measured
on an issued and outstanding basis.

Certain FIAT Group and Bioengineering Subsector executive officers have
previously served as on the Board of Directors of the Company and its
predecessors and continue to do so. For their services rendered as
directors, these individuals have been granted and now hold options for an
aggregate of 96,144 shares of Company Common Stock, a schedule of which is
set forth in EXHIBIT 9 hereto.

Item 7. MATERIAL TO BE FILED AS EXHIBITS.

The following are deemed to be filed as exhibits to this Amendment:

1. AMENDED AND RESTATED STOCK PURCHASE AGREEMENT between BEI and the
Company dated as of October 23, 1989. [Incorporated by reference
to Appendix B to the Joint Proxy Statement contained in the
Company's Form S-4 Registration Statement, File No. 33-30785, as
amended.]

2. AMENDED AND RESTATED MERGER AGREEMENT between Clinical and the
Company dated as of October 23, 1989. [Incorporated herein by
reference to Appendix A to the Joint Proxy Statement contained in
the Company's Form S-4 Registration Statement, File No. 33-30785,
as amended.]

3. FORM OF PUT OPTION AGREEMENT between the Bioengineering Subsector
and certain officers of Clinical and the Company dated as of
December 13, 1989. [Incorporated herein by reference to Exhibit
No. 9 to Amendment No. 3 to Schedule 13D filed by the
Bioengineering Subsector on December 26, 1989.]

4. PURCHASE RIGHTS AGREEMENT between the Bioengineering Subsector and
the Company dated December 13, 1989. [Incorporated herein by
reference to Exhibit No. 8 to Amendment No. 3 to Schedule 13D filed
by the Bioengineering Subsector on December 26, 1989.]

5. DISTRIBUTORSHIP AGREEMENT between Sorin, as manufacturer and the
Company as distributor dated December 13, 1989. [Incorporated
herein by reference to Exhibit E of Exhibit No. 3 to Amendment No.
1 to Schedule 13D filed by the Bioengineering Subsector on August
3, 1989.]

6. DISTRIBUTORSHIP AGREEMENT between the Company as manufacturer and
Sorin as distributor dated December 13, 1989. [Incorporated herein
by reference to Exhibit F of Exhibit No. 3 to Amendment No. 1 to
Schedule 13D filed by the Bioengineering Subsector on August 3,
1989.]

7. TECHNOLOGY TRANSFER AGREEMENT between Sorin as innovator and the
Company as recipient dated December 13, 1989. [Incorporated herein
by reference to Exhibit G of Exhibit No. 3 to Amendment No. 1 to
Schedule 13D filed by the Bioengineering Subsector on August 3,
1989.]

8. WARRANT issued by the Company in favor of the Bioengineering
Subsector dated December 13, 1989. [Incorporated herein by
reference to Exhibit No. 7 to Amendment No. 3 to Schedule 13D
filed by the Bioengineering Subsector on December 26, 1989.]

9. SCHEDULE OF CERTAIN FIAT GROUP OFFICERS who have been Company
directors and beneficially own Company Common Stock.

10. CERTIFICATE OF AUTHORITY of Dr. Ennio Denti to act as an authorized
representative of BEI.
[Incorporated by reference to the Certificate of Authority filed by
the Bioengineering Subsector as part of the initial Schedule 13D
filed June 30, 1989.]

<PAGE>
SIGNATURE

After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.

Dated: OCTOBER 5, 1990 BIOENGINEERING INTERNATIONAL B.V.

By: /S/ ENNO DENTI
--------------------------
Dr. Enno Denti, Authorized
Representative

<PAGE>

EXHIBIT INDEX

EXHIBIT NO. PAGE

1 AMENDED AND RESTATED STOCK PURCHASE AGREEMENT --
between BEI and the Company dated as of October 23, 1989.
[Incorporated by reference to Appendix B to the Joint Proxy
Statement contained in INCSTAR's Form S-4 Registration
Statement, File No. 33-30785, as amended.]

2 AMENDED AND RESTATED MERGER AGREEMENT between --
Clinical and the Company dated as of October 23, 1989.
[Incorporated herein by reference to Appendix A the Joint
Proxy Statement contained in INCSTAR's to Form S-4
Registration Statement, File No. 33-30785, as amended.]

3 FORM OF PUT OPTION AGREEMENT between the Subsector --
Bioengineering and certain officers of Clinical and the
Company dated as of December 13, 1989. [Incorporated herein
by reference to Exhibit No. 9 to Amendment No. 3 to Schedule
13D filed by BEI on December 26, 1989.]

4 PURCHASE RIGHTS AGREEMENT between the Bioengineering --
Subsector and the Company dated December 13, 1989.
[Incorporated herein by reference to Exhibit 8 to Amendment
No. 3 to Schedule 13D filed by BEI on December 26, 1989.]

5 DISTRIBUTORSHIP AGREEMENT between Sorin, --
as manufacturer and the Company as distributor dated December
13, 1989. [Incorporated herein by reference to Exhibit E to
Exhibit No. 3 to Amendment No. 1 to Schedule 13D filed by BEI
on August 3, 1989.]

6 DISTRIBUTORSHIP AGREEMENT between the Company as --
manufacturer and Sorin as distributor dated December 13, 1989.
[Incorporated herein by reference to Exhibit F to Exhibit No.
3 to Amendment No. 1 to Schedule 13D filed by BEI on August 3,
1989.]

7 TECHNOLOGY TRANSFER AGREEMENT between Sorin as --
innovator and the Company as recipient dated December 13,
1989. [Incorporated herein by reference to Exhibit G to
Exhibit No. 3 to Amendment No. 1 to Schedule 13D filed by BEI
on August 3, 1989.]

8 WARRANT issued by the Company in favor of the --
Bioengineering Subsector dated December 13, 1989.
[Incorporated herein by reference to Exhibit No. 7 to
Amendment No. 3 to Schedule 13D filed by BEI on December 26,
1989.]

9 SCHEDULE OF CERTAIN FIAT GROUP OFFICERS who have
been Company directors and beneficially own Company Common 15
Stock.

10 CERTIFICATE OF AUTHORITY of Dr. Ennio Denti to act --
as an authorized representative of BEI. [Incorporated by
reference to the Certificate of Authority filed by the
Bioengineering Subsector as part of the initial Schedule 13D
filed June 30, 1989.]

<PAGE>

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)

INCSTAR CORPORATION
(Name of Issuer)

COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)

453370 10 8
(CUSIP Number)

Bioengineering International B.V.
St. Pietershalsteeg 5
1012 GL Amsterdam, Holland

ATTENTION: DR. ENNIO DENTI 011-39-161-487418
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)

- with copies to -
Stanley U. North, III, Esq.
Sills Cummis Zuckerman Radin Tischman Epstein & Gross, P.A.
One Riverfront Plaza
Newark, New Jersey 07102
(201) 643-7000

JUNE 11, 1991
(Date of Event which Requires Filing
of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b) (3) or (4), check the
following box <square>.

Check the following box if a fee is being paid with this statement
<square>.

The Exhibit Index required by Rule 0-3(c) is located on page 10 of this
filing.

<PAGE>

<TABLE>
<CAPTION>
CUSIP NO. 453370 10 8 13D PAGE 2 OF 22 PAGES
<S> <C> <C>

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

SNIA BPD S.P.A.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A)<check box>
(B)<square>
3 SEC USE ONLY

4 SOURCE OF FUNDS*

WC/00

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
<square>

6 CITIZENSHIP OR PLACE OF ORGANIZATION

ITALY
</TABLE>
<TABLE>
<CAPTION>

<S> <C> <C>
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -0-
WITH
8 SHARED VOTING POWER

8,262,624

9 SOLE DISPOSITIVE POWER

-0-
10 SHARED DISPOSITIVE POWER

8,262,624
</TABLE>

<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,993,344

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

56.4%

14 TYPE OF REPORTING PERSON*

CO
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

<TABLE>
<CAPTION>
CUSIP NO. 453370 10 8 13D PAGE 3 OF 22 PAGES
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

BIOENGINEERING INTERNATIONAL B.V.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A)<check box>
(B)<square>
3 SEC USE ONLY

4 SOURCE OF FUNDS*

WC/00

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
<square>

6 CITIZENSHIP OR PLACE OF ORGANIZATION

NETHERLANDS
</TABLE>

<S> <C> <C>
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -0-
WITH
8 SHARED VOTING POWER

8,262,624

9 SOLE DISPOSITIVE POWER

-0-

10 SHARED DISPOSITIVE POWER

8,262,624
</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,993,344

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

56.4%

14 TYPE OF REPORTING PERSON*

CO
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

CUSIP NO. 453370 10 8 13D PAGE 4 OF 22 PAGES
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

SORIN BIOMEDICA S.P.A.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A)<check box>
(B)<square>
3 SEC USE ONLY

4 SOURCE OF FUNDS*

WC/00

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
<square>

6 CITIZENSHIP OR PLACE OF ORGANIZATION

ITALY
</TABLE>

<S> <C> <C>
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -0-
WITH
8 SHARED VOTING POWER

8,262,624

9 SOLE DISPOSITIVE POWER

-0-

10 SHARED DISPOSITIVE POWER

8,262,624
</TABLE>

<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,993,344

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

56.4%

14 TYPE OF REPORTING PERSON*

CO
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

<TABLE>
<CAPTION>
CUSIP NO. 453370 10 8 13D PAGE 5 OF 22 PAGES
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

BIOFIN HOLDING INTERNATIONAL B.V.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A)<check box>
(B)<square>
3 SEC USE ONLY

4 SOURCE OF FUNDS*

WC/00

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
<square>

6 CITIZENSHIP OR PLACE OF ORGANIZATION

NETHERLANDS
</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -0-
WITH
8 SHARED VOTING POWER

8,262,624

9 SOLE DISPOSITIVE POWER

-0-

10 SHARED DISPOSITIVE POWER

8,262,624
</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,993,344

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

56.4%

14 TYPE OF REPORTING PERSON*

CO
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

SCHEDULE 13D
Amendment No. 5

This Amendment No. 5 is filed on behalf of Bioengineering
International B.V., a Netherlands corporation and its affiliates. This
Amendment No. 5 amends and supplements the initial Schedule 13D filed June
30, 1989; as amended by Amendment No. 1 filed August 3, 1989; Amendment No.
2 filed August 4, 1989; Amendment No. 3 filed December 26, 1989 and
Amendment No. 4 filed October 10, 1990.

Item 1. SECURITY AND ISSUER.

No material change.

Item 2. IDENTITY AND BACKGROUND.

The prior Item 2 is replaced in its entirety with the following:

Bioengineering International B.V., a Netherlands corporation
("BEI") has its principal offices at St. Pietershalsteeg 5, 1012 GL
Amsterdam, Holland. BEI is a holding company with various direct and
indirect holding and operating subsidiaries with operations in various
medical specialties industries, three of which are the Company, Sorin
Biomedica S.p.A., an Italian corporation ("SORIN") with its principal
offices at Via Crescentino, 13040 Saluggia (VC) Italy and Biofin Holding
International B.V., a Netherlands intermediary holding company ("BIOFIN")
with its principal offices at Locatellikade 1, Amsterdam, Holland. BEI
continues to be the majority shareholder of Sorin with the remaining shares
of Sorin publicly held and traded on the Milan Borsa. In May 1991, BIOFIN
(formerly known as FIATIMPRESIT B.V.) was acquired by BEI as a wholly-owned
intermediary holding company with a nominal capitalization and BEI's equity
interests in the Company were transferred to BIOFIN.

BEI itself if a wholly-owned subsidiary of SNIA BPD S.p.A., an
Italian corporation ("SNIA") with its principal offices at Via Borgonuovo,
14 Milan, Italy. SNIA in turn is controlled by FIAT S.p.A., an Italian
corporation ("FIAT") which heads a worldwide industrial organization of
companies (the "FIAT GROUP"). The remaining shares of SNIA not owned by
the FIAT Group are publicly held and traded on the Milan Borsa. FIAT's
capital stock is traded on several of the world's major exchanges and
maintains trading in American Depositary Receipts on the New York Stock
Exchange. The principal offices of FIAT are at Corso Marconi 20, Turino,
Italy.

SNIA's bioengineering subsector consists of BEI, Sorin, BIOFIN, the
Company and other subsidiaries and has operations located in the European
Economic Community, Switzerland, Brazil, Argentina and the United States
and develops, manufactures and distributes immunodiagnostic and
radiopharmaceutical products, pacemakers, cardiac valves and oxygenators
and hemodialysis products on a worldwide basis.

SNIA, BEI, Sorin, BIOFIN and the other members of the SNIA's
bioengineering subsector other than the Company are hereinafter referred to
as the "BIOENGINEERING SUBSECTOR".

In May 1991, pursuant to an internal realignment of the
Bioengineering Subsector, BEI transferred its equity interests in BIOFIN to
Sorin. BIOFIN is thus a wholly-owned subsidiary of Sorin and remains an
indirect subsidiary of BEI.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The prior Item 3 information is supplemented as follows:

In May 1991, the record title to the shares of Company Common Stock
and all right, title and interest in the Purchase Rights Agreement, the Put
Option Agreements and the Warrant (as defined in Item 5) were transferred
within the Bioengineering Subsector from BEI to BIOFIN and BIOFIN itself
was internally realigned from being a direct subsidiary of BEI, a holding
company, to that of a direct subsidiary to Sorin, an operating company, in
consideration of which Sorin paid to BEI One Hundred Million Dutch Florins
(DLG 100,000,000). A copy of the transfer documentation of the foregoing
is incorporated herewith as EXHIBIT 1. The source of funds for this
transfer was a public sale of Sorin shares by Sorin in which BEI as Sorin's
majority shareholder fully participated based on its majority ownership
interest in Sorin.

During the 1990 calendar year the Company issues 65,786 shares of
Company Common Stock to its employees at an average price of $2.23 per
share pursuant to an employee stock ownership plan. Under the Purchase
Rights Agreement, the Bioengineering Subsector became entitled to purchase
71,886 shares of Company Common Stock at $2.23 per share to maintain its
ownership interest in the Company (the "1990 PURCHASE RIGHTS OPTION"). In
June 1991, the Bioengineering Subsector exercised the 1990 Purchase Rights
Option in full. The source of funds for this acquisition was intra-company
funds of the FIAT Group.

Item 4. PURPOSE OF TRANSACTION.

The prior Item 4 information is supplemented as follows:

In May 1991, the Bioengineering Subsector internally realigned its
ownership interest in the Company from BEI, a holding company, to Sorin, an
operating company.

The Bioengineering Subsector intends, subject to a continuing
review of (i) the Company's business prospects; (ii) general economic
conditions; and (iii) other relevant factors and consistent with its
existing contractual obligation regarding the Company; to take any or all
such action as it may deem appropriate to maintain its investment and
majority ownership interest in the Company.

Item 5. INTEREST IN SECURITIES OF THE ISSUER.

The prior Item 5 information is supplemented as follows:

As a result of the transactions described in Item 4, prior to
giving any effect to the Warrant, the Bioengineering Subsector is at
present the record and beneficial owner of an aggregate of 8,262,624 issued
and outstanding shares of Company Common Stock with respect to which it has
sole voting and disposition power.

The Company has advised the Bioengineering Subsector that as of May
10, 1991 there were approximately 15,865,289 shares of Company Common Stock
issued and outstanding prior to the exercise of the 1990 Purchase Rights
Option. Accordingly, the 8,993,344 shares of Company Common Stock which
the Bioengineering Subsector beneficially owns would represent
approximately 56.4% of the outstanding shares of Company Common Stock if
the Warrant were exercised in full. Other than the transactions described
in Items 3 and 4, the Bioengineering Subsector has not effected any other
transactions in the Company's Common Stock in the last sixty days.

Item 6. Contracts, Arrangements, Understandings or Relationships
WITH RESPECT TO SECURITIES OF THE ISSUER.

No material change

Item 7. MATERIAL TO BE FILED AS EXHIBITS.

The following is deemed to be filed as an exhibit to this
Amendment:

1. AGREEMENT between BEI and BIOFIN dated May 24, 1991, DLG
100,000,000 promissory note dated May 24, 1991 (which was paid in
full at May 31, 1991) and stock power dated May 31, 1991.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.

Dated: JUNE 11 , 1991 BIOENGINEERING INTERNATIONAL B.V.

By: /S/ ENNIO DENTI
---------------------------
Dr. Ennio Denti, Authorized
Representative

<PAGE>

EXHIBIT INDEX

EXHIBIT NO. PAGE

1. AGREEMENT between BEI and BIOFIN dated May 24, 1991, 11
DLG 100,000,000 promissory note dated May 24, 1991 (which was
paid in full at May 31, 1991) and stock power dated May 31,
1991.

<PAGE>

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 6)

INCSTAR CORPORATION
(Name of Issuer)

COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)

453370 10 8
(CUSIP Number)

Bioengineering International B.V.
St. Pietershalsteeg 5
1012 GL Amsterdam, Holland

ATTENTION: EZIO GARIBALDI 011-39-161-487311
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)

- with copies to -
Stanley U. North, III, Esq.
Sills Cummis Zuckerman Radin Tischman Epstein & Gross, P.A.
One Riverfront Plaza
Newark, New Jersey 07102
(201) 643-7000

MARCH 12, 1993
(Date of Event which Requires Filing
of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b) (3) or (4), check the
following box <square>.

Check the following box if a fee is being paid with this statement
<square>.

No exhibits are filed with this Amendment No. 6.

<PAGE>

<TABLE>
<CAPTION>
CUSIP NO. 453370 10 8 13D PAGE 2 OF 10 PAGES
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

SNIA BPD S.P.A.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A)<check box>
(B)<square>
3 SEC USE ONLY

4 SOURCE OF FUNDS*

WC/00

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
<square>

6 CITIZENSHIP OR PLACE OF ORGANIZATION

ITALY
</TABLE>

<S> <C> <C>
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -0-
WITH
8 SHARED VOTING POWER

8,463,600

9 SOLE DISPOSITIVE POWER

-0-

10 SHARED DISPOSITIVE POWER

8,463,000
</TABLE>

<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,194,320

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

54.20%

14 TYPE OF REPORTING PERSON*

CO
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

<TABLE>
<CAPTION>
CUSIP NO. 453370 10 8 13D PAGE 3 OF 10 PAGES
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

BIOENGINEERING INTERNATIONAL B.V.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A)<check box>
(B)<square>

4 SOURCE OF FUNDS*

WC/00

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
<square>

6 CITIZENSHIP OR PLACE OF ORGANIZATION

NETHERLANDS
</TABLE>

<S> <C> <C>
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -0-
WITH
8 SHARED VOTING POWER

8,463,600

9 SOLE DISPOSITIVE POWER

-0-

10 SHARED DISPOSITIVE POWER

8,463,600
</TABLE>

<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,194,320

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

54.20%

14 TYPE OF REPORTING PERSON*

CO
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

<TABLE>
<CAPTION>
CUSIP NO. 453370 10 8 13D PAGE 4 OF 10 PAGES

<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

SORIN BIOMEDICA S.P.A.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A)<check box>
(B)<square>
3 SEC USE ONLY

4 SOURCE OF FUNDS*

WC/00

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
<square>

6 CITIZENSHIP OR PLACE OF ORGANIZATION

ITALY
</TABLE>

NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -0-
WITH
8 SHARED VOTING POWER

8,463,600

9 SOLE DISPOSITIVE POWER

-0-

10 SHARED DISPOSITIVE POWER

8,463,600
</TABLE>

<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,194,320

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

54.20%

14 TYPE OF REPORTING PERSON*

CO
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

<TABLE>
<CAPTION>
CUSIP NO. 453370 10 8 13D PAGE 5 OF 10 PAGES
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

BIOFIN HOLDING INTERNATIONAL B.V.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A)<check box>
(B)<square>
3 SEC USE ONLY

4 SOURCE OF FUNDS*

WC/00

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
<square>

6 CITIZENSHIP OR PLACE OF ORGANIZATION

NETHERLANDS
</TABLE>

<S> <C> <C>
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -0-
WITH
8 SHARED VOTING POWER

8,463,600

9 SOLE DISPOSITIVE POWER

-0-

10 SHARED DISPOSITIVE POWER

8,463,600
</TABLE>
<TABLE>
<CAPTION>

<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,194,320

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
<square>

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

54.20%

14 TYPE OF REPORTING PERSON*

CO
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

SCHEDULE 13D
Amendment No. 6

This Amendment No. 6 is filed on behalf of Bioengineering International
B.V., a Netherlands corporation and its affiliates. This Amendment No. 6
amends and supplements the initial Schedule 13D filed June 30, 1989; as amended
by Amendment No. 1 filed August 3, 1989; Amendment No. 2 filed August 4, 1989;
Amendment No. 3 filed December 26, 1989; Amendment No. 4 filed October 10, 1990
and Amendment No. 5 filed June 1991.

Item 1. SECURITY AND ISSUER.

No material change.

Item 2. IDENTITY AND BACKGROUND.

The prior Item 2 is replaced in its entirety with the following:

Bioengineering International B.V., a Netherlands corporation ("BEI") has its
principal offices at St. Pietershalsteeg 5, 1012 GL Amsterdam, Holland. BEI is
a holding company with various subsidiaries with operations in various medical
specialties industries, two of which are the Company and Sorin Biomedica
S.p.A., an Italian corporation ("SORIN") with its principal offices at Via
Crescentino, 13040 Saluggia (VC) Italy. BEI is a majority shareholder of Sorin
with the remaining shares of Sorin publicly held and traded on the Milan Borsa.
Sorin has a wholly owned subsidiary Biofin Holding International B.V., a
Netherlands corporation ('BIOFIN") with offices at Locatellikade 1, Amsterdam,
Holland which holds the reported shares of the Company of record.

BEI itself is a wholly-owned subsidiary of SNIA BPD S.p.A., an Italian
corporation ("SNIA BPD") with its principal offices at Via Borgonuovo, 14
Milan, Italy. SNIA BPD in turn is controlled by FIAT S.p.A., an Italian
corporation ("FIAT") which heads a world-wide industrial organization of
companies (the "FIAT GROUP"). The remaining shares of SNIA BPD not owned by
the FIAT Group are publicly held and traded on the Milan Borsa. FIAT's capital
stock is traded on several of the world's major exchanges and maintains trading
in American Depositary Receipts on the New York Stock Exchange. The principal
offices of FIAT are at Corso Marconi 20, Turino, Italy.

SNIA BPD's bioengineering subsector consists of BEI, Sorin, Biofin, the
Company and other subsidiaries and has operations located in the European
Economic Community, Austria, Sweden, Switzerland, the United States, Canada,
Brazil, Argentina, Australia and Japan and develops, manufactures and
distributes immunodiagnostic and radiopharmaceutical products, pacemakers,
cardiac valves and oxygenators and hemodialysis products on a worldwide basis.

SNIA BPD, BEI, Sorin, Biofin and the other members of the SNIA BPD
bioengineering subsector other than the Company are hereinafter referred to as
the "BIOENGINEERING SUBSECTOR".

During the last five years, no member of the Bioengineering Subsector has
been convicted in any criminal proceeding nor have any one of them been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which anyone of them were or are subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws of the
United States or which has found to be in any violation with respect to such
laws.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 information is supplemented as follows:

In December 1989, the Bioengineering Subsector and the Company entered into
a Purchase Rights Agreement, incorporated herewith as EXHIBIT 4 (the "PURCHASE
RIGHTS AGREEMENT"). Under the Purchase Rights Agreement, the Bioengineering
Subsector may purchase additional shares of Company Common Stock or shares of
other Company capital stock generally, whenever and to the extent there is a
change in the number of issued and outstanding shares of Company Common Stock
which would dilute the Bioengineering Subsector's ownership position. In such
event, the Bioengineering Subsector may exercise its purchase rights at the
offering price thereof to preserve its then existing ownership position in the
Company's Common Stock. The Purchase Rights Agreement remains in effect for so
long as the Bioengineering Subsector owns at least 45% of the shares of Company
Common Stock outstanding.

During the 1991 and 1992 calendar years, the Company issued 112,950 and
71,242 shares to third parties at an average price of $2.36 and $3.81 pursuant
to previously granted stock option arrangements. Pursuant to the Purchase
Rights Agreement, in order to maintain its ownership position in the Company,
the Bioengineering Subsector purchased 123,381 and 77,595 shares of Company
Common Stock at the same respective prices for an aggregate purchase price of
$586,816.11. The source of funds for this acquisition was intra-company funds
of the FIAT Group.

Item 4. PURPOSE OF TRANSACTION.

No material change.

Item 5. INTEREST IN SECURITIES OF THE ISSUER.

The prior Item 5 is replaced in its entirety with the following:

As a result of the transactions described in Item 4, the Bioengineering
Subsector is at present the record and beneficial owner of an aggregate of
8,463,600 issued and outstanding shares of Company Common Stock with respect to
which it has sole voting and disposition power.
In December 1989, the Company issued to the Bioengineering Subsector a
warrant which entitles the Bioengineering Subsector to purchase an aggregate of
730,720 shares of Company Common Stock, or approximately 4.5% of the Company
Common Stock now issued and outstanding. The warrant is incorporated herewith
as EXHIBIT 8 (the "WARRANT"). The Warrant is exercisable at any time through
December 1999 in whole or in part by the Bioengineering Subsector, so long as
the Bioengineering Subsector owns at least 45% of the shares of Company Common
Stock outstanding. The Warrant may be exercised at a price equal to the
average of the daily closing prices per share of Company Common Stock for the
20-day period ending ten days prior to the date of exercise. Accordingly, the
Bioengineering Subsector may be deemed to be the beneficial owner of an
additional 730,720 shares of Company Common Stock issuable upon the exercise of
the Warrant.

The Company has advised the Bioengineering Subsector that there would be
approximately 16,234,210 shares of Company Common Stock issued and outstanding
as of the exercise of the 1992 Purchase Rights Option. Accordingly, the
9,194,320 shares of Company Common Stock which the Bioengineering Subsector
beneficially owns would represent approximately 54.2% of the outstanding shares
of Company Common Stock if the Warrant were exercised in full. Other than the
transactions described in Items 3 and 4, the Bioengineering Subsector has not
effected any other transactions in the Company's Common Stock in the last sixty
days.

Item 6. Contracts, Arrangements, Understandings or Relationships with RESPECT
TO SECURITIES OF THE ISSUER.

Item 7. MATERIAL TO BE FILED AS EXHIBITS.

The following are deemed to be filed as exhibits to this Amendment:

1. AMENDED AND RESTATED STOCK PURCHASE AGREEMENT between BEI and the
Company dated as of October 23, 1989. [Incorporated by reference to
Appendix B to the Joint Proxy Statement contained in the Company's Form
S-4 Registration Statement, File No. 33-30785, as amended.]

2. AMENDED AND RESTATED MERGER AGREEMENT between Clinical and the Company
dated as of October 23, 1989. [Incorporated herein by reference to
Appendix A to the Joint Proxy Statement contained in the Company's Form
S-4 Registration Statement, File No. 33-30785, as amended.]

3. FORM OF PUT OPTION AGREEMENT between the Bioengineering Subsector and
certain officers of Clinical and the Company dated as of December 13,
1989. [Incorporated herein by reference to Exhibit No. 9 to Amendment
No. 3 to Schedule 13D filed by the Bioengineering Subsector on
December 26, 1989.]

4. PURCHASE RIGHTS AGREEMENT between the Bioengineering Subsector and the
Company dated December 13, 1989. [Incorporated herein by reference to
Exhibit No. 8 to Amendment No. 3 to Schedule 13D filed by the
Bioengineering Subsector on December 26, 1989.]

5. DISTRIBUTORSHIP AGREEMENT between Sorin, as manufacturer and the
Company as distributor dated December 13, 1989. [Incorporated herein
by reference to Exhibit E of Exhibit No. 3 to Amendment No. 1 to
Schedule 13D filed by the Bioengineering Subsector on August 3, 1989.]

6. DISTRIBUTORSHIP AGREEMENT between the Company as manufacturer and Sorin
as distributor dated December 13, 1989. [Incorporated herein by
reference to Exhibit F of Exhibit No. 3 to Amendment No. 1 to Schedule
13D filed by the Bioengineering Subsector on August 3, 1989.]

7. TECHNOLOGY TRANSFER AGREEMENT between Sorin as innovator and the
Company as recipient dated December 13, 1989. [Incorporated herein by
reference to Exhibit G of Exhibit No. 3 to Amendment No. 1 to Schedule
13D filed by the Bioengineering Subsector on August 3, 1989.]

8. WARRANT issued by the Company in favor of the Bioengineering Subsector
dated December 13, 1989. [Incorporated herein by reference to Exhibit
No. 7 to Amendment No. 3 to Schedule 13D filed by the Bioengineering
Subsector on December 26, 1989.]

9. SCHEDULE OF CERTAIN FIAT GROUP OFFICERS who have been Company directors
and beneficially own Company Common Stock. [Incorporated herein by
reference to Exhibit No. 8 to Amendment No. 4 to Schedule 13D filed by
the Bioengineering Subsector in October 1990.]

10. AGREEMENT BETWEEN BEI AND BIOFIN dated May 24, 1991, DLG 100,000,000
promissory note dated May 24, 1991 (which was paid in full at May 31,
1991) and stock power dated May 31, 1991. [Incorporated by reference
to Exhibit No. 1 to Amendment No. 5 to Schedule 13D filed by the
Bioengineering Sector in June 1991.]

<PAGE>
SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.

Dated: March 16 , 1993 BIOENGINEERING INTERNATIONAL B.V.

By: /S/ EZIO GARIBALDI
--------------------------
Ezio Garibaldi, Authorized
Representative