BIOCONTROL TECHNOLOGY INC, S-3, 1996-03-12

BIOCONTROL TECHNOLOGY INC
S-3, 1996-03-12
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS

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As filed with the Securities and Exchange Commission on March 11, 1996
Registration No. 33-_____________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
REGISTRATION STATEMENT ON
FORM S-3
under
THE SECURITIES ACT OF 1933
BIOCONTROL TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)

Pennsylvania 3841 25-1229323
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Calssification Identification
organization) Code Number) Number)

300 Indian Springs Road
Indiana, Pennsylvania 15701 (412) 349-1811
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices and principal place of business)
___________________________________________
Fred E. Cooper, Chief Executive Officer
Biocontrol Technology, Inc.
2275 Swallow Hill Road, Building 2500, Pittsburgh, Pennsylvania 15220
(412)429-0673
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
___________________________________________
Copy to:
M. Kathryn Sweeney, Esq.
Sweeney & Associates P.C.
7300 Penn Avenue, Pittsburgh, Pennsylvania 15208
_____________________________________________________
Approximate date of commencement of proposed sale to the public:
As soon as possible after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. [X]

Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus which
constitutes part of this Registration Statement also relates to an aggregate
of 398,519 of the Registrant's common stock registered on Form S-1,
Registration No. 33-91086, and an aggregate of 2,060,982 of the Registrant's
common stock registered on Post-Effective Amendment No. 3 to Form S-3,
Registration No. 33-55200.

<TABLE>
CALCULATION OF REGISTRATION FEE

<CAPTION>
Title of Each Class of Amount to be Registered Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Offering Price Per Share Aggregate Offering Registration Fee
Price
<S> <C> <C> <C> <C>
Common Stock 5,000,000(1) $2.1875(2) $10,937,500 $3,771.54
Common Stock 128,480(3) $2.1875(2) $ 281,050 $ 96.91
___________ ___________ _________
Total 5,128,480 $11,218,550
Total Registration Fee $3,868.46
</TABLE>
<PAGE>
TOTAL OF SEPARATELY NUMBERED PAGES 37
EXHIBIT INDEX ON SEQUENTIALLY NUMBERED PAGE 30

(1) Primary shares to be offered by the Registrant.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) of the Securities Act of 1933, as amended, and based on the
average of the high and low sales prices of the common stock of Registrant
on the NASDAQ Small-Cap Market reported on March 6, 1996.
(3) Secondary Shares to be offered by Selling Shareholders and consisting of
74,480 Warrant Shares and 54,000 Resale Shares.
_____________________
<PAGE> ii

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.

SUBJECT TO COMPLETION DATED March 11, 1996

PRELIMINARY PROSPECTUS

BIOCONTROL TECHNOLOGY, INC.
Common Stock

RESALE OF 107,519 SHARES OF PRESENTLY OUTSTANDING COMMON STOCK, THE ISSUANCE OF
2,475,462 SHARES OF COMMON STOCK UPON THE EXERCISE OF OUTSTANDING WARRANTS, AND
THE SALE OF 5,000,000 SHARES OF AUTHORIZED BUT UNISSUED SHARES OF COMMON STOCK
BY THE COMPANY.
______________________________________

The Prospectus filed with this Registration relates to an offering of the
following: up to 7,582,981 shares of common stock (the "Common Stock"), of
Biocontrol Technology, Inc. (the "Company" or "BICO"). The Common Stock is
comprised of the following: 5,000,000 shares of authorized but unissued common
stock to be sold directly by the Company; 2,060,982 shares of Common Stock
(the "Warrant Shares") issuable upon exercise of certain Warrants granted by the
Company and summarized herein (the "Warrants"), which were last registered on
Post-Effective Amendment No, 3 to Form S-3 at 33-55200; 345,000 Warrant Shares
issuable upon the exercise of certain Warrants granted by the Company which were
last registered on Form S-1 at 33-91086; and common stock held by certain
selling shareholders (the "Selling Shareholders") of up to 107,519 shares of
Common Stock (the "Resale Shares"), 53,519 of which were last registered on
Form S-1 at 33-91086. 2,405,982 Warrant Shares and 53,519 Resale shares are
included in this Registration Statement and Prospectus pursuant to Rule 429
under the Securities Act of 1933 ("Rule 429"). Therefore, this Prospectus
includes: 5,000,000 Primary Shares; 107,519 Resale Shares; and 2,475,462
Warrant Shares.

The issuance of Warrant Shares may occur from time to time and at the
discretion of the holder prior to the expiration date of the Warrant. The
Warrants will expire on various dates (unless exercised prior to expiration) not
later than October 25, 2000. It is expected that certain Selling Shareholders
may offer the Resale Shares which they own, at any time and from time to time,
directly through agents or dealers, in the over-the-counter market, or
otherwise, on terms and conditions determined at the time of sale by the Selling
Shareholders or as a result of private negotiations between buyer and seller.
Expenses of any such resale will be borne by the buyer and seller as they may
agree.

The Company's common stock is traded on the NASDAQ Small-Cap Market under
the trading symbol "BICO" and is also reported under the symbol "BIOCNTRL TEC".

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND PROSPECTIVE PURCHASERS SHOULD
CAREFULLY CONSIDER THE FACTORS SPECIFIED UNDER THE CAPTION "RISK FACTORS".

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
ANY SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.

ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE DATE OF THIS PRELIMINARY PROSPECTUS IS MARCH 11, 1996
<PAGE>
[INSIDE FRONT COVER]

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "1934 Act") and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information concerning the Company can be inspected and copied at the Public
Reference Room of the Commission, 450 Fifth Street, N.W., Washington, D.C. and
at the Commission's regional offices including those located at 601 Walnut
Street, Curtis Center, Suite 1005E, Philadelphia, PA 19106-34322; and 75 Park
Place, New York, NY. Copies of this material may also be obtained from the
Public Reference section of the Commission, 450 Fifth Street, N.W. Washington,
D.C. 20549, at prescribed rates. The Company's common stock is traded on the
NASDAQ Small Cap Market ("NASDAQ"). In accordance with 1934 Act requirements,
the Company files reports, proxy statements and other information with NASDAQ.
Such reports, proxy statements and other information concerning the Company can
be inspected at NASDAQ's offices located at 1735 K Street N.W., Washington D.C.,
20006. This Prospectus omits certain information contained in the Registration
Statement and the exhibits relating thereto which the Registrant has filed with
the Securities and Exchange Commission, under the Securities Act of 1933
(the "1933 Act"), and to which reference is made for additional information.
Descriptions concerning the provisions of any document are qualified in their
entirety by reference to the full text of such document as filed with the
Commission as an exhibit to the Registration Statement.

INCORPORATION BY REFERENCE

The latest financial statements of the Company, as well as other
information regarding the Company and the Common Stock, may be found in other
documents the Company has filed or will file with the Commission. The following
documents are incorporated herein by reference:

(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.

Until the Company files a post-effective amendment to this Prospectus
indicating that all securities hereunder have been sold, or de-registering all
such securities which remain unsold, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act shall be
deemed incorporated herein by reference and shall become a part hereof from the
date such documents are filed.

The Company undertakes to provide without charge to each person, including
any beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all information that has been
incorporated by reference in this Prospectus. Such requests should be made to:
Shareholder Relations Department, Biocontrol Technology, Inc., 2275 Swallow Hill
Road, Building 2500, 2nd Floor, Pittsburgh, PA 15220, by telephone at
412-429-0673 or by fax at 412-279-1367.

Until 90 days after the effective date of this Prospectus, all dealers
effecting transactions in the registered securities, whether or not
participating in this distribution, may be required to deliver a prospectus.
This is in addition to the obligation of dealers to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.
<PAGE> ii
THE COMPANY

Biocontrol Technology, Inc. was incorporated in the Commonwealth of
Pennsylvania in 1972 as Coratomic, Inc. and it is referred to herein as "BICO"
or the "Company". BICO's operations are located at 300 Indian Springs Road,
Indiana, Pennsylvania, 15701, telephone number (412)349-1811 and its
administrative offices are located at 2275 Swallow Hill Road, Pittsburgh,
Pennsylvania, 15220, telephone number (412)429-0673.

The Company's primary business from 1972 through 1986 was the design,
manufacture and sale of cardiac pacemakers and associated accessories. In 1983,
the Company purchased rights to three heart valves which it manufactured and
sold from 1983 through 1987.

Beginning in late 1986 and continuing through the date hereof, the Company
has been developing new medical devices which include models of a noninvasive
glucose sensor (the "Noninvasive Glucose Sensor"), an implantable port for drug
delivery and hemodialysis use, a polyurethane heart valve, bioremediation
products, procedures relating to the use of whole-body extracorporeal hyper-
thermia in the treatment of the human immunodeficiency virus ("HIV"), and a
paint product which is designed to prevent the buildup of certain substances
on underwater surfaces. The Company is currently manufacturing and selling
functional electrical stimulators.

RISK FACTORS

An investment in the Company's securities is highly speculative and should
not be made by any investor who cannot afford the loss of the entire investment.
In addition to the other information in the Prospectus, the following risk
factors should be considered carefully in evaluating an investment in the shares
offered hereby.

1. Continuing and Future Losses and Cash Flow. The Company has
experienced and continues to experience operating losses due to the costs of its
research and development activities and the absence of commercially successful
products. Without the development of commercially viable products, such losses
will continue. If the products currently under development are not fully
developed, or do not generate sufficient revenues once developed, the Company
will continue to suffer losses. The Company will not be able to continue its
operations for an indefinite period of time if such losses continue. It is
uncertain at this time whether the Company will achieve profitability in the
future. In the event that the Company is unable to complete the development of,
receive the necessary U. S. Food and Drug Administration ("FDA") approval for,
or successfully market the Noninvasive Glucose Sensor as planned, the Company
will incur significant losses and its ability to continue its operations will be
jeopardized. The Company's net losses were ($7,855,998) in 1993, ($11,672,123)
in 1994, and ($29,420,345) in 1995. The Company's accumulated deficit
aggregated ($66,220,357) as of December 31, 1995 The Company estimates that it
has the capacity, using available cash resources, including funds it reasonably
expects to be raised by BICO or its affiliates, to fund BICO's operations
through at least December 31, 1996; however, absent additional funding, the
Company will have limited liquidity on a long-term basis. There can be no
assurances whether the amount and timing of the receipt of net proceeds from any
future securities Offering, or additional financing from third parties, will be
sufficient to fund the Company's operations. (SEE, Form 10-K, "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS").

2. Uncertainty of Additional Funding Required to Meet Future Capital
Needs. There are no assurances that the Company will receive any proceeds from
this Offering, and the maximum proceeds received will be limited to funds
received from the sale of the 5,000,000 Primary Shares. The Company estimates
that it will require an additional $1,000,000 to complete the research and
development phase of the Diasensor 1000(TM) model of the Noninvasive Glucose
Sensor (although, due to the uncertainty of the FDA approval process, the
Company can make no assurances that such estimate is accurate), and an
additional $14,800,000 to continue and complete manufacturing start-up and
<PAGE> 1
inventory buildup to begin marketing. The Company anticipates that the sources
of such funds will include sales of its securities, if necessary, as well as
revenues from its functional electrical stimulator ("FES") and bioremediation
products. Such funds will not be sufficient, however, to complete all proposed
research and development or manufacturing start-up projects; although the
Company does have sufficient capital to meet its short-term needs, the Company
currently does not possess sufficient capital to meet all of its future capital
needs (SEE, Form 10-K, "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS").

The Company will require additional capital in order to complete its
Noninvasive Glucose Sensor, heart valve, hyperthermia treatment and bio-
remediation projects. The Company anticipates that its other sources of
capital may include additional sales of stock, (SEE, Form 10-K, "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS"),
private domestic and offshore placements of its securities, bank financing or
joint ventures with other biomedical companies or venture capital firms. There
can be no assurances that the Company will be able to raise capital in a manner
which meets its timing requirements, or on terms which are favorable or accept-
able to the Company. Should the Company meet its future capital needs via
additional sales of stock, further dilution of existing shareholders' equity and
voting power will result. Although the Company and its affiliates have a
history of successful capital-raising efforts, there can be no assurance that it
will be successful in meeting its future capital needs.

3. Uncertainty of Product Development and Lack of Revenues. Research and
development of new products involves a high degree of financial risk and exper-
imentation. The Company's development projects involve the application of novel
theories, unproven technology and new engineering. The Company's products are at
various stages of development. The 510(k) Notification for the Diasensor
1000(TM) model of the Noninvasive Glucose Sensor has been accepted by the FDA,
and is currently being reviewed by the FDA for marketing approval. In February,
1996, the FDA's Panel Review recommended that the Company conduct additional
clinical trials prior to the granting of marketing approval for the Diasensor
1000(TM); the Company is currently negotiating with the FDA to determine the
scope and parameters of such additional trials. The bioremediation products
have been developed for various uses in water and on hard surfaces; as to which
manufacturing and sales have begun; additional development continues for uses in
soil. The functional electrical stimulators are currently being manufactured
pursuant to contracts. The hyperthermia project has received FDA approval to
conduct additional clinical trials, and if such trials are successful, an FDA
application for marketing the technology will be filed. The Coraflex, Inc.
("Coraflex ") heart valve and other implantable devices are in various stages of
preliminary development. During 1995, the only products which produced revenue
for the Company were the functional electrical stimulator and the bioremediation
products. There can be no assurance that new products currently under
development by the Company ultimately will be developed, and if developed, there
can be no assurance that such new products will be commercially viable (SEE,
Form 10-K, "BUSINESS").

4. Competition. The Company and its affiliates are currently focusing
their efforts on developing biomedical devices including Noninvasive Glucose
Sensors, heart valves and hyperthermia treatment procedures. In addition, the
Company's subsidiary, Petrol Rem, Inc. ("Petrol Rem"), is developing bio-
remediation products. Other research groups and companies are also researching
and developing such technologies, devices and procedures. Those companies may
be further along in their research and development, may be better capitalized,
may have more sophisticated equipment and expertise and may have various other
competitive advantages over the Company. Such other companies may be able to
bring their products to market before the Company, which could have a
substantial negative impact on the Company's plans with respect to developing
technologies and future business prospects.

Although its features are different, the Company's Noninvasive Glucose
Sensor, if successfully developed, will compete with existing invasive glucose
sensors which have an established market with diabetics. In addition, the
Company is aware that other companies are developing noninvasive glucose
<PAGE> 2
sensors, although the Company has very limited knowledge of the status of other
development projects, it is not aware of any other company which has filed
for FDA approval of its device. The Company's bioremediation product will
compete with other groups and companies in the environmental and bioremediation
field, many of which are very large and well-established. The Company's other
products and procedures, which are still in early stages of development, will
also face similar competition if they are successfully developed and brought to
market (SEE, Form 10-K, "Competition").

5. Noninvasive Glucose Sensor Manufacturing Obligation. Pursuant to a
Manufacturing Agreement with Diasense, Inc. ("Diasense"), the Company is
obligated to manufacture the Noninvasive Glucose Sensors if they are approved
for marketing by the FDA. The Company has leased manufacturing space in
Indiana, Pennsylvania, and has undertaken to complete substantial renovations
to make the space usable as its manufacturing facility. The Company has the
right, pursuant to the Manufacturing Agreement, to enlist subcontractors, which
the Company believes will be capable, if necessary, of meeting its manufacturing
obligations until the facility is renovated. Although the Company has previous
manufacturing experience, it has no experience in manufacturing large commercial
quantities and its current manufacturing activities are limited to the FES and
bioremediation projects.

6. Price of Noninvasive Glucose Sensor and Uncertainty of Third Party
Reimbursement. The Company currently estimates that the price of the Diasensor
1000(TM) model of the Noninvasive Glucose Sensor will be approximately $7950 to
$8500. Such price may be set at a level which would limit its sales absent
third-party reimbursement. The Company is unable to make projections regarding
the availability of or procedures required in order to obtain such third-party
reimbursement. Given the uncertainty of the state of the health care industry,
the risk exists that the sales potential for the Noninvasive Glucose Sensor
would be severely limited in the absence of such reimbursement (SEE, Form 10-K,
"Current Status of the Noninvasive Glucose Sensor").

7. Dependence on Key Officers. BICO is presently dependent upon the
experience and ability of the following persons: David L. Purdy, its President,
Treasurer and Chairman of the Board; and Fred E. Cooper, its Chief Executive
Officer, Executive Vice President and a director. BICO has key-man life
insurance on both Mr. Purdy and Mr. Cooper.

8. Dependence on Diasense. Diasense, which owns the Noninvasive Glucose
Sensor technology, is responsible for the marketing of the Noninvasive Glucose
Sensor. Diasense has limited marketing and sales experience. Pursuant to a
Research and Development contract, Diasense is obligated to reimburse BICO for
its expenses incurred in developing the Noninvasive Glucose Sensor.

9. Dependence on Independent Contractors. In experimenting with and
developing new technologies, devices and engineering, the Company and its
affiliates rely upon independent contractors who may not devote full-time
efforts to the development of the Company's projects. Moreover, the Company's
abilities to develop new products depend, in part, upon the evaluation,
coordination and supervision of such independent contractors in areas where the
Company may not possess particular expertise.

10. Technological Obsolescence. The medical device industry is subject to
rapid technological innovation. While the Company's management is not aware of
any new or anticipated technology which would make its new products under
development obsolete, it is always possible that future technological
developments could make the Company's products significantly less competitive
or even obsolete.

11. Dependence on Component Suppliers. The Company's projects may
involve the fabrication of custom, novel or unique component parts for use in
experimentation, testing and development of new devices. Suppliers of such
components may not be readily available, or available at all, which may require
the Company to create such components in-house. Delays in obtaining components
can cause delays in the development process. An inability to obtain or
fabricate components can cause a total failure of the development process.
<PAGE> 3
Although the Company attempts to minimize the reliance on custom components in
designing the devices, unforeseeable problems may arise in the Company's
development processes for which no resolution may be available.

12. Government Regulation and Approval. BICO's and its affiliates'
operations, medical devices and certain other projects are subject to regulation
by the FDA, the Federal Nuclear Regulatory Commission (the "NRC"), the
Environmental Protection Agency (the "EPA") and other federal and state
regulatory agencies. There exists the possibility that FDA and other regulatory
approval may not be obtained for a given product. FDA approval is required
prior to the marketing of the Noninvasive Glucose Sensor. On January 6, 1994,
the Company submitted information on its prototype of the Diasensor 1000(TM)
to the FDA in a 510(k) Notification, and in February 1994, the Company was
notified that its 510(k) Notification had been accepted. During 1994 and 1995,
the FDA requested additional data from the Company, which was submitted. In
February, 1996, the FDA's Panel Review recommended that marketing approval be
delayed until the Company completes additional clinical trials. The Company is
currently negotiating with the FDA regarding the scope and parameters of such
additional trials, the results of which will be submitted as part of the 510(k)
Notification. The FDA review of such notification will result in delays, and no
assurance can be given that approval will ultimately be received. If the FDA
does not approve the 510(k) Notification, the Company will be required to
comply with the FDA's pre-market approval process, which is substantially more
time-consuming and expensive. In that event, the Company would require
additional capital to meet such expenses, and to support its operations until
the Noninvasive Glucose Sensor can be marketed.

The EPA, through the National Environmental Technology Applications
Corporation ("NETAC"), conducted the testing of the Company's bioremediation
PRP product. The EPA monitors the use of bioremediation products, and there can
be no assurances that EPA procedures will not delay the use of or cause
modifications to any given product. The NRC regulates the Company's pacemaker
operations, which have been discontinued (SEE, Form 10-K, "BUSINESS").

13. Patents and Proprietary Rights. The Company holds patents on some of
its products, as well as trademarks on the names of some of its products and
procedures. In addition, Diasense holds patents, and has patent applications
pending on the Noninvasive Glucose Sensor. Both BICO and Diasense may undertake
to file additional patent applications in the United States and in foreign
countries. Neither BICO nor Diasense can provide assurances that future patents
will be granted, that any patent held or pending will not be challenged or
circumvented by a competitor or other entity, or that any patent contest will
result in a favorable outcome. If any of the Company's or Diasense's patents
are successfully challenged, or if future patents are not granted, or if BICO
or Diasense is found to have infringed upon another company's patent, it would
result in substantial costs and delays in the Company's product development, and
would otherwise result in materially adverse consequences.

14. Additional Shares Available for Future Sale. In addition to the
shares being registered pursuant to this Prospectus, the Company has outstanding
shares which are available for sale in the public market. As of February 29,
1996, approximately 1,717,225 shares of common stock are eligible for sale in
the public market pursuant to Rule 144(k) of the 1933 Act. No additional shares
will be eligible for sale subject to Rule 144 as of 90 days or 180 days after
the effective date of this Prospectus, since all of the outstanding shares will
have qualified for Rule 144(k), by virtue of a three-year holding period, as of
September 30, 1995. BICO also registered 107,519 Resale Shares on behalf of
certain selling shareholders pursuant to this prospectus; in addition, there are
2,475,462 Warrant Shares which are being registered pursuant to this Prospectus.

15. Risk of Product Liability Claims. The Company is engaged in
activities which include the testing and selling of biomedical devices. These
activities expose the Company to potential product liability claims. The
Company and its subsidiaries carry an aggregate amount of $500,000 in product
liability insurance. In the event that a successful claim in excess of that
amount is brought against the Company, the Company may be liable for the excess.
<PAGE> 4
16. Liability Arising From Warranties. BICO has warranted its conventional
pacemakers against defects in materials and workmanship for periods presently
ranging from six to ten years from implantation, and warrants its isotopic
pacemaker for twenty years. The Company is subject to liability in the event
that warranted pacemakers function improperly.

17. No Common Stock Dividends. The Company has not paid cash dividends on
its common stock since its inception and cash dividends are not presently
contemplated at any time in the foreseeable future.

18. Conflicts of Interest. David L. Purdy, Fred E. Cooper and Anthony J.
Feola are employed by BICO, and are also officers and/or directors of Diasense,
a 52%-owned affiliate of BICO which owns the patents and marketing rights to the
Noninvasive Glucose Sensor. Messrs. Purdy, Cooper, Feola and Glenn Keeling
are also officers and/or directors of BICO and its other subsidiaries, Coraflex,
Petrol Rem, Barnacle Ban Corporation ("Barnacle Ban"), Nu-Insulin, Inc.
("Nu-Insulin") and IDT, Inc. ("IDT"). Accordingly, management will not only be
subject to competing demands, but may face conflicts of interest. Therefore,
the good faith and integrity of management in all transactions with respect to
all of the companies and their businesses are of utmost importance (SEE, Form
10-K, "Certain Relationships and Related Transactions").

19. Attraction and Retention of Key Personnel. The Company's ability to
develop commercially viable products and to maintain a competitive position in a
business environment characterized by intense competition and technological
development depends upon, among other factors, its ability to attract and retain
skilled scientific, engineering, management, sales and marketing personnel.
Competition for the services of such personnel is intense, and there can be no
assurance that the Company will be able to attract or retain the personnel
necessary for the Company's success. The loss by the Company of the services of
any of its key personnel could have a material adverse impact on the business
and prospects of the Company. The Company currently does not have key-man life
insurance for any of its employees, other than Mr. Purdy and Mr. Cooper.

20. Prior Public Market; Possible Volatility of Stock Price. The
Company's common stock has been traded publicly since December 1982 and has had
a limited number of market makers. The trading volume averaged 2,349,317 shares
per week during 1995. There can be no assurances that a more active or estab-
lished trading market for the Company's common stock will develop, or if
developed, that it will be maintained. The trading price of the Company's
common stock could fluctuate significantly in response to variations in
quarterly operating results and many other factors (SEE, "MARKET PRICE FOR
COMMON STOCK").

21. Dilution. The Resale Shares and Warrant Shares sold pursuant to this
Offering may bear selling prices which are significantly higher than the common
stock's book value per share. Dilution represents the difference between the
amount per share paid by purchasers pursuant to this Offering and the book value
of the common stock, which may be substantial (SEE, "DILUTION").

USE OF PROCEEDS

The Primary Shares in this Offering are being sold on a continuous,
best-efforts, no minimum basis. There are no assurances that the Company will
receive any proceeds from this Offering. All proceeds will be immediately
retained by the Company regardless of how few shares are sold. There can be no
assurance that sufficient funds will be received through this Offering to
provide for the satisfaction of any aspect of the financial requirements of the
Company or of the Use of Proceeds set forth below (SEE "RISK FACTORS").

Any proceeds received by BICO pursuant to this Offering will be used by
BICO both to continue the development of the Noninvasive Glucose Sensor,
<PAGE> 5
including the completion of its manufacturing facility and for inventory
build-up, and to satisfy general working capital requirements, if sufficient.
If less than all of the Primary Shares are sold, the Company will use the net
proceeds actually received, first for salaries of employees, general and
administrative, and legal expenses. The rate of progress of the development of
the Noninvasive Glucose Sensor, the timing of the regulatory approval process
and the availability of alternative methods of financing will influence the
allocation of the Company's use of the net proceeds actually received from the
Offering among the uses described herein. The maximum gross proceeds to be
received by BICO from the sale of the 5,000,000 Primary Shares, assuming a
price per Primary Share of $2.50, would be $12,500,000, before deducting
expenses payable by BICO estimated at approximately $32,000, which excludes
commissions.

Depending upon the actual price per Share at which BICO sells the Primary
Shares, the number of Primary Shares sold and the timing of any such sales,
BICO may not have sufficient funds available at any given time to fund both the
development of the Noninvasive Glucose Sensor and to satisfy its general working
capital requirements. If the net proceeds of this Offering is insufficient at
any given time, BICO will be required to seek additional financing from third
parties at such time until additional proceeds from the Offering are obtained,
if at all. No assurance can be given that such additional financing will be
available when needed or available on terms acceptable to BICO. If such
additional financing is unavailable or continues to be insufficient, BICO would
be required to cease operations and the development of the Noninvasive Glucose
Sensor altogether (SEE, "RISK FACTORS").

In connection with the sale of the Primary Shares offered hereby, the
Company may utilize brokers, dealers, or market-makers, who may receive
compensation in the form of commissions from the Company (SEE, "PLAN OF
DISTRIBUTION").

The Company will not receive any proceeds from the sale of the Resale
Shares by the Selling Shareholders. The Company may, in the future, receive
proceeds from the sale of Warrant Shares issuable upon exercise of the Warrants
but only if such Warrants are exercised and then only in an amount equal to the
exercise price thereof multiplied by the number of shares underlying the
Warrants exercised. The Company expects to use any such proceeds for working
capital and general corporate purposes (SEE, "DESCRIPTION OF SECURITIES").

DILUTION

As of December 31, 1995, the Company's common stock had a net tangible book
value of $6,556,564 or $.177 per share based upon 37,021,118 shares outstanding.
Net tangible book value per share is determined by dividing the number of shares
of common stock outstanding into the Company's total tangible assets less total
liabilities and preferred stock. With respect to the Warrant Shares, net
tangible book value dilution represents the difference between the amount per
share paid by purchasers of the Warrant Shares and the pro-forma net tangible
book value per share after the indicated Warrants have been exercised. No
attempt has been made to determine the dilutive effect, if any, incurred by
purchasers of the Resale Shares offered in this Prospectus. The first table
illustrates the per share dilution to Primary Share purchasers. The second
table illustrates the per share dilution to Warrant Share purchasers that would
occur if all the Warrants with the noted exercise prices per share had been
exercised on December 31, 1995 and separately if all Warrants had been exercised
on that date. "All Warrants" represent 2,475,462 shares of common stock at
exercise prices ranging from $.25 to $4.03 per share as set forth separately
below.

Primary Share Dilution Table

The net tangible book value of BICO as of December 31, 1995 was $6,556,564.
Net tangible book value consists of the net tangible assets of BICO (total
assets less total liabilities, intangible assets and preferred stock). As of
December 31, 1995 there were 37,021,118 shares of BICO's common stock out-
standing. Therefore, the net tangible book value of BICO's common stock as of
that date was $.177 per share.
<PAGE> 6
In the event that all 5,000,000 Primary Shares of Common Stock offered
pursuant to this Prospectus are sold at a price of $2.50 per share, the net
tangible book value of the Common Stock as of December 31, 1995 would be
$19,024,164 or approximately $.453 per share. These figures give effect to the
deduction of all of the estimated expenses, including filing, printing, legal,
accounting, transfer agent and other fees. The net tangible book value of each
share will have increased by approximately $.276 per share to the present
stockholders, and decreased by approximately $2.047 per share to the investors,
if the maximum offering is sold. No attempt has been made to calculate the
dilution, or its effect, on the Resale Shares or Warrant Shares.

Dilution represents the difference between the Offering Price and the net
tangible book value per share immediately after the completion of the Offering.
Dilution arises mainly from the arbitrary decision by BICO as to the Offering
Price per share. Dilution of the value of the shares purchased by the investors
in this Offering will also be due, in part, to the far lower book value of the
shares presently outstanding, and in part, to expenses incurred in connection
with the Offering. In the first table set forth below, no attempt was made to
determine the dilutive effect of the exercise of outstanding warrants or
options. The following table illustrates this dilution, rounding off such
dilution to the nearest thousandth of a cent:

ASSUMING: 100% - 5,000,000 50% - 2,500,000 10% - 500,000
SHARES / SOLD SHARES / SOLD SHARES / SOLD

Offering Price Per Share $2.500 $2.500 $2.500

Net Tangible Book Value
Per Share Before Offering $ .177 $ .177 $ .177

Increase Per Share
Attributable to Payment
by Investors $ .276 $ .146 $ .030

Net Tangible Book Value
Per Share After Offering $ .453 $ .323 $ .207

Dilution Per Share to Investors $2.047 $2.177 $2.293

Warrant Share Dilution Table

Exercise price per Warrant Share:
1,479,500 shares at..................................... $ .25
350,000 shares at..................................... $ .50
645,962 shares at..................................... $ .28 - $4.03

Net tangible book value per share at December 31, 1995
(assuming no Warrants had been exercised). $0.177

Increase in net tangible book value per share:
(i) assuming all $.25 exercise price
Warrants were exercised $0.003
(ii) assuming all $.50 exercise price
<PAGE>7
Warrants were exercised $0.003
(iii) assuming All Warrants were exercised $0.033

Pro-forma net tangible book value per share
as of December 31, 1995:
(i) assuming all $.25 exercise price
Warrants were exercised $0.180
(ii) assuming all $.50 exercise price
Warrants were exercised $0.180
(iii) assuming All Warrants were exercised. $0.210

Dilution of net tangible book value per share to:
(i) purchasers of $.25 exercise price Warrants:
assuming all $.25 exercise price
Warrants were exercised $0.070
assuming all $.50 exercise price
Warrants were exercised $0.070
assuming All Warrants were exercised $0.040

Dilution of net tangible book value per share to:
(ii) purchasers of $.50 exercise price Warrants:
assuming all $.25 exercise price
Warrants were exercised $0.320
assuming all $.50 exercise price
Warrants were exercised $0.320
assuming All Warrants were exercised $0.290

CAPITALIZATION

The following table sets forth the capitalization of the Company as of
December 31, 1995 and December 31, 1994. The figures were taken from the
audited financial statements for the years ended December 31, 1995 and
December 31, 1994, copies of which are incorporated by reference from the
Company's Form 10-K for the year ended December 31, 1995.

(1) (1)
December 31, 1995 December 31, 1994
Shareholders' Equity:
Series 1 convertible preferred stock,
par value $10 per share; authorized
500,000 shares issuable in series;
shares issued and outstanding: 3,790
at December 31, 1995 and 5,490 at
December 31, 1994 $ 37,900 $ 54,900
Common Stock, par value $.10 per share;
authorized 40,000,000 shares; shares
issued and outstanding: 37,021,118 at
December 31, 1995 and 29,311,079
<PAGE> 8
at December 31, 1994 3,702,112 2,931,108
Additional Paid-in Capital 59,849,875 38,922,294
Warrants 6,677,820 6,677,820
Accumulated Deficit (66,220,357) (36,800,012)

Total Capitalization $4,047,350 $5,108,290

December 31, 1995 December 31, 1994
(1) Does not include the effects of the
following:

Outstanding Warrants to purchase
common stock granted by the
Company, at exercise prices ranging
from $.25 to $4.03 per share,
expiring 1995 through 2000. 2,415,982 3,245,696

The following table sets forth the capitalization of the Company as of
December 31, 1995 as if 50% of all shares underlying the Warrants being
registered pursuant to this Prospectus were exercised, and as if 100% of all
shares underlying the Warrants being registered pursuant to this Prospectus
were exercised.

December 31, 1995 December 31, 1995
(1) (2)
Shareholders' Equity:
Series 1 convertible preferred stock,
par value $10 per share; authorized
500,000 shares issuable in series;
shares issued and outstanding: 3,790
at December 31, 1995 $37,900 $37,900
Common Stock, par value $.10 per share;
authorized 40,000,000 shares; shares
issued and outstanding: 37,021,118 at
December 31, 1995 (1). If 50% of
registered Warrants are exercised,
common stock issued and outstanding
at 12/31/95 would be 38,258,849.
If 100% of registered Warrants are
exercised, common stock issued and
outstanding at 12/31/95 would
be 39,496,580. 3,825,885 3,949,658
Additional Paid-in Capital 60,597,186 61,334,496
Warrants 6,677,820 6,677,820
Accumulated Deficit (66,220,357) (66,220,357)
Total Capitalization $ 4,918,434 $ 5,779,517

(1) Includes the effects of the exercise of 50% of the following:
<PAGE> 9
Exercisable Warrants to purchase
common stock granted by the
Company, at exercise prices ranging
from $.25 to $4.03 per share,
expiring through 2000. 2,475,462

(2) Includes the effects of the exercise of 100% of the following:

Exercisable Warrants to purchase
common stock granted by the
Company, at exercise prices ranging
from $.25 to $4.03 per share,
expiring through 2000. 2,475,462

Note: In April, 1996, the Company's authorized common stock was increased from
40,000,000 to 60,000,000 shares pursuant to a vote of the shareholders.

MARKET PRICE FOR COMMON STOCK

The Company's common stock is traded on the NASDAQ Small-Cap Market under
the symbol "BICO" and is also reported under the symbol "BIOCONTRL TEC". On
March 7, 1996, the high and low sales prices for the common stock of the Company
as reported by NASDAQ were $2.3125 and $2.0625. Pursuant to current disclosure
guidelines, the following table sets forth the high and low sales prices for the
common stock of the Company during the calendar periods indicated, through
December 31, 1995, as reported by NASDAQ:

Calendar Year and Quarter High Low

1993 First Quarter $3.750 $2.125
Second Quarter 3.188 1.938
Third Quarter 2.938 1.750
Fourth Quarter 2.813 1.938

1994 First Quarter 4.500 2.563
Second Quarter 3.125 2.375
Third Quarter 2.969 2.125
Fourth Quarter 3.063 1.438

1995 First Quarter 2.719 1.500
Second Quarter 4.689 2.375
Third Quarter 4.125 3.000
Fourth Quarter 6.438 2.688

As of February 29, 1996, the Company had approximately 28,000 holders of
record, including those who hold in street name, for its common stock and 9
holders of record for its preferred stock.

The Company has not paid cash dividends on its common stock or preferred
stock (with the exception of a cash dividend on its preferred stock in 1983)
since its inception and cash dividends are not presently contemplated at any
time in the foreseeable future. The Company anticipates that any excess funds
<PAGE> 10
generated from operations in the foreseeable future will be used for working
capital and for investment in research and new product development. In
accordance with the Company's Articles of Incorporation, cash dividends are also
restricted under certain circumstances.

The Company's Registrar and Transfer Agent for its common stock is
Chemical-Mellon Shareholder Services, New York, New York.

DESCRIPTION OF SECURITIES

BICO's authorized capital consists of 60,000,000 shares of common stock,
par value $.10 per share and 500,000 shares of cumulative preferred stock, par
value $10.00 per share. As of December 31, 1995, there were 37,021,118 shares
of common stock and 3,790 shares of preferred stock outstanding.

Preferred Stock

The Articles of Incorporation of BICO authorize the issuance of a maximum
of 500,000 shares of non-voting cumulative preferred stock, and authorize the
Board of Directors of BICO to divide such class of cumulative preferred stock
into series and to fix and determine the relative rights and preferences of the
shares. (This preferred stock was sold to subscribers pursuant to a private
placement memorandum issued on March 15, 1985.) The preferred stock does not
earn or accrue any dividend. As of December 31, 1995 and February 29, 1996,
there were 3,790 shares of preferred stock outstanding.

Common Stock

All outstanding shares of the Company's common stock are fully paid and
nonassessable. All shares of common stock to be received by holders will be
fully paid and nonassessable. All the shares of common stock will be equal to
each other with respect to liquidation rights and dividend rights and there are
no preemptive rights to purchase any additional shares of common stock. Holders
of common stock are entitled to one vote per share on all matters submitted to a
vote of shareholders, but are not entitled to cumulate their votes in the
election of directors. Accordingly, the holders of over 50% of the outstanding
common stock voting for election of directors could elect the entire slate of
the Board of Directors of BICO, and the holders of the remaining common stock
would not be able to elect any member to the Board of Directors.

The Company's authorized shares of common stock were increased from
40,000,000 to 60,000,000 pursuant to a vote of the shareholders on April 11,
1996.

In the event of liquidation, dissolution or winding up of BICO, holders of
the common stock are entitled to receive on a pro rata basis all assets of BICO
remaining after satisfaction of all liabilities including liquidation
preferences granted to holders of the preferred stock of BICO.

Dividends

The Company has not paid cash dividends on its common stock or preferred
stock (with the exception of a cash dividend on its Preferred Stock in 1983)
since its inception, and cash dividends are not presently contemplated at any
time in the foreseeable future. In March 1988, the Company distributed 9,033
shares of common stock as a dividend to holders of its preferred stock, at the
rate of one share of common stock for every ten shares of preferred stock held.
The Company anticipates that any excess funds generated from operations in the
foreseeable future will be used for working capital and for investment in
research and new product development.
<PAGE> 11
In accordance with the Company's Articles of Incorporation, cash dividends
are restricted under certain circumstances. Holders of common stock are
entitled to cash dividends only when and if declared by the Board of Directors
out of funds legally available for payment thereof. Any such dividends are
subject to the prior right of holders of the Company's preferred stock to
receive any accrued but unpaid dividends. Further, common stock dividends may
be paid only to the extent the net assets of BICO exceed the liquidation
preference of any outstanding preferred stock.

Employment Agreement Provisions Related to Changes in Control

BICO has entered into agreements (the "Agreements") with Fred E. Cooper,
David L. Purdy, Anthony J. Feola, Glenn Keeling, and two non-executive officer
employees. The Agreements provide that in the event of a "change of control"
of BICO, BICO is required to issue to Mr. Cooper and Mr. Purdy shares of common
stock equal to five percent (5%), to issue to Mr. Feola four percent (4%), to
issue Mr. Keeling three percent (3%), and to issue the two non-executive
officer employees two percent (2%) each of the outstanding shares of common
stock of the Company immediately after the change in control. In general, a
"change of control" is deemed to occur for purposes of the Agreement: (i) when
20% or more of BICO's outstanding voting stock is acquired by any person, (ii)
when one-third (1/3) or more of BICO's directors are not Continuing Directors
(as defined in the Agreements), or (iii) when a controlling influence over the
management or policies of BICO is exercised by any person or by persons acting
as a group within the meaning of Section 13(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (SEE, Form 10-K for the year ended
December 31, 1995 - "MANAGEMENT - Employment Agreements").

Warrants

As of December 31, 1995, there were outstanding warrants to purchase
2,415,982 shares of the Company's common stock at exercise prices of between
$0.25 and $4.03 per share. These warrants are held by members of the Company's
Scientific Advisory Board, certain employees, officers, directors, loan
guarantors, lenders and consultants, and the shares underlying the warrants are
being registered with the Commission concurrently with this Registration.

Each Warrant may be exercised by filling out and signing the appropriate
notice of exercise form attached to the Warrant and mailing or delivering the
same (together with the Warrant) to the warrant agent in time to reach the
warrant agent prior to the time fixed for the termination or redemption of the
Warrant, accompanied by payment of the full Warrant exercise price and any
applicable stock transfer tax or similar tax. Certificates representing the
shares of common stock issuable upon exercise of the Warrants will be issued as
soon as practicable after receipt of the holder's notice of exercise and
submission of the exercise price. Warrantholders interested in exercising
Warrants should contact the Company's Shareholder Relations Department by mail
at its Pittsburgh office, or by telephone at (412)429-0673.

The holders of warrants are not entitled to vote, to receive dividends or
to exercise any of the rights of the holders of shares of common stock for any
purpose until such warrants have been duly exercised and payment of the exercise
price has been made.

The following table sets forth a summary of the warrants and options exercisable
at December 31, 1995:

Expir- Exercise Number of
ation Price Shares

Warrants to directors, officers, 10/96 $ .50 350,000
and employees for meritorious 07/97 3.50 25,000
service, employment contracts, 01/98 3.20 25,000
<PAGE> 12
and personal guarantees on 02/98 3.00 25,000
Company indebtedness 04/98 2.125 139,000
04/98 .25 279,500
05/98 .25 1,100,000
06/98 .33 80,000
11/98 .25 100,000
08/99 2.75 85,000
09/99 2.75 20,000
01/00 1.69-2.13 6,000

Warrants issued to individuals 06/98 .33 100,000
for personal guarantees on
Company loan

Warrants issued to consultants
and medical advisers 05/96 .28 20,000
09/96 .45 1,482
02/98 3.00 10,000
09/98 2.25 10,000
04/99 2.00 25,000
06/00 3.31 5,000
10/00 4.03 10,000
________

TOTAL 2,415,982

Tax Consequences for Warrant Holders

The following is a brief summary of possible tax issues which arise in
connection with the exercise of warrants. This information is provided for
notice purposes only and is not to be construed as legal, tax or investment
advice. Each warrant holder should consult with his or her legal or tax
advisors concerning the matters discussed herein.

Both the exercise of warrants and the subsequent sale of the underlying
common stock give rise to tax consequences in each instance for each individual
or entity. For example, taxpayers may elect certain tax treatment of the income
realized upon the exercise of warrants and sale of common stock which will
determine the timing and characterization of the income to the taxpayer. Any
election requires filing with the Company, the Internal Revenue Service and
other taxing authorities. In addition, the consideration given in connection
with the grant of the warrants may have an impact upon the tax treatment of the
warrant transaction.

WARRANT HOLDERS SHOULD CONSULT THEIR TAX ADVISORS PRIOR TO EXERCISING
WARRANTS OR SELLING THE UNDERLYING COMMON STOCK IN ORDER TO DETERMINE THE IMPACT
OF THE APPLICABLE TAX LAWS UPON THE TRANSACTION.

Stock Option Plan

In November 1983, the Company adopted an Incentive Stock Option Plan
("ISOP"). As of December 31, 1994, all of the options issued pursuant to the
<PAGE> 13
ISOP had been exercised, with no options outstanding. Under the ISOP, the
exercise price of options was not less than the fair market value of the shares
on the date of the grant and the options did not have a term in excess of ten
years. Only full-time, continuous employees of the Company were granted options
under the ISOP and the options were intended to qualify as "incentive stock
options" within the meaning of Section 422(A)(b) of the Internal Revenue Code.
In August 1992, the Board of Directors voted to discontinue additional grants
pursuant to the ISOP in order to use available shares of stock to raise
additional funds for its research and development projects.

The following is a summary of the options granted pursuant to the ISOP:

No. of Shares Exercise Price Expiration Date

5,000 .90 9/28/93
87,000 .25 8/22/94
96,000 .25 5/31/93

No options were granted during the years ended December 31, 1994 or 1995.

During 1994, the following options to purchase a total of 18,000 shares of
common stock were exercised. Unless otherwise noted, each option had an
exercise price of $.25 per share.

Date of Exercise No. of Market
Name Issuance Date Shares Price (1)

Cupp, James 05/31/85 02/07/94 10,000 $ 3.6563
Klingensmith, John 05/31/85 08/22/94 5,000 $ 2.6719
Rapach, Charles 05/31/85 08/18/94 3,000 $ 2.6250

(1) Market price was determined by the average of the closing bid and ask
prices on the exercise date as reported by NASDAQ.

Transfer Agent

Chemical-Mellon Shareholder Services in New York, New York acts as the
Company's Registrar and Transfer Agent for its common and preferred stock. The
Company acts as its own warrant transfer agent.

SELLING SHAREHOLDERS

This Prospectus covers the shares of Common Stock which may be offered by
the Selling Shareholders set forth below.
<PAGE> 14
<TABLE>

(1)
Number of Shares Shares Covered by Percent of Ownership
Beneficially Owned this Prospectus After Offering (5)
as of February 29, 1996

<CAPTION>
Name of Resale Warrant
Beneficial Owner Number Percent(2) Shares (3) Shares (4)

RESALE SHAREHOLDERS
<S> <C> <C> <C> <C> <C>
Asenzio, Diego 1,000 * 1,000 *
(9)

Brandt Distributors 35,000 * 16,481 *
of Harrisburgh (6)

Davis, Laird W. 48,519 * 18,519 *
(6)

Guzman, Joseph 50,000 * 50,000 *
(9)

Owens, Richard 1,000 * 1,000 *
(9)

Posner, Sam 35,519 * 18,519 *
(6)

Unitas, John 1,000 * 1,000 *
(9)

WARRANTHOLDERS

Albec, Keith 10,000 * 10,000 *
(11)

Bennett, Jennifer 3,000 * 3,000 *
(11)

Bobbish, Adele 10,000 * 10,000 *
(11)

Burton, Douglas 2,000 * 2,000 *
(11)

Carr, Raymond(7) 15,000 * 15,000 *
<PAGE>15 (11)

Chertak, Melvin
and Orabelle 30,000 * 1,000 20,000 *
(9)

Conley, John F. 774,667 2.1 100,000 1.4
(8)

Cooper, Fred E.(7) 1,076,200 2.9 500,000 1.5
and Jeaneen (10)

Cooper, Patrick 10,000 * 10,000 *
(11)

Corbett, Marcia 5,000 * 5,000 *
(11)

Cunningham, Glenn 5,000 * 5,000 *
(11)

DeBoth, Joseph 30,000 * 30,000 *
(11)

Dudas, Roberta 5,000 * 5,000 *
(11)

Feola, Anthony J. (7) 904,000 * 550,000 *
(10)

Finegold, David 8,684 * 1,482 *
(9)

Fishman, Victor A. 10,000 * 10,000 *
(9)

Gardner, Michael 10,000 * 10,000 *
(9)

Grose, Rebecca 8,000 * 8,000 *
(11)

Hansen, Richard 25,000 * 25,000 *
<PAGE> 16 (11)

Keck, William 25,000 * 25,000 *
(9)

Lazor, Valeri 10,000 * 10,000 *
(11)

McQuaide, Diane 30,000 * 30,000 *
(11)

Meehan, Kathleen 2,000 * 2,000 *
(11)

Purdy, David L. (7) 1,007,340 2.7 820,000 *
and Margaret R. (10)

Quarture, Jessica 8,000 * 8,000 *
(11)

Raber, Peter 2,000 * 2,000 *
(11)

Saxman, Nancy J. 39,500 * 39,500 *
(11)

Schwartz, Bradley 59,480 * 59,480 *
(9)

Staudenmaier, David 50,000 * 50,000 *
(11)

Sukaly, John 25,000 * 25,000 *
(11)

Sullivan, Daniel 25,000 * 25,000 *
(11)

Taylor, Susan 30,000 * 30,000 *
(9)

Uhlmeyer, Donald, A 10,000 * 10,000 *
(9)
<PAGE> 17 (9)

Wiggins, Richard 20,000 * 20,000 *
(11)
</TABLE>
________________________

(1) Beneficial ownership includes shares issuable upon exercise of Warrants,
all of which are currently exercisable, and are set forth separately in the
fourth column.

(2) Percentage of ownership of each individual or entity shown when compared
tothe total number of shares of common stock outstanding as of December
31, 1995, including such individuals or entity's currently exercisable
warrants. For purposes of computation, the total number of shares of
common stock outstanding as of December 31, 1995 (37,021,118 shares) has
been increased by the number of additional shares which would be
outstanding if the person or group exercised their currently exercisable
warrants. An asterisk indicates that the percentage of ownership is
less than 1%.

(3) Shares owned by the shareholder, the resale of which is offered for the
account of such shareholder pursuant to this Prospectus.

(4) Issuance of these shares upon exercise of Warrants granted by the Company
is also covered by this Prospectus.

(5) Percentage of ownership of each individual or entity shown assuming all
shares registered pursuant to this Prospectus are sold, when compared to
the total number of shares of common stock outstanding as of December 31,
1995. For purposes of computation, the total number of shares of common
stock outstanding as of December 31, 1995 has been increased by the number
of additional shares which would be outstanding if the person or group
exercised their currently exercisable warrants and sold the underlying
common stock. An asterisk indicates that the percentage of ownership would
be less than 1%.

(6) Includes shares issued by the Company between May and June, 1993 in a
private placement of 962,694 shares of common stock.

(7) These shareholders are also officers and/or directors of BICO and/or its
affiliates Diasense, Coraflex, Petrol Rem, Barnacle Ban and IDT.

(8) Includes warrants granted in connection with loan guarantees on the
Company's behalf.

(9) Warrants issued to consultants and members of Medical Advisory Board.
<PAGE> 18
(10) For a detailed description of these warrants, please see the Form 10-K for
the year ended December 31, 1995- "Warrants".

(11) Warrants issued to employees or directors.

PLAN OF DISTRIBUTION

This Offering is a "best-efforts" offering, and will not be underwritten
nor will any underwriter be engaged for the marketing, distribution or sale of
any shares registered hereby. The Primary Shares offered hereby by the Company
may be sold from time to time in one or more transactions at an Offering Price
based upon a set formula which discounts the market price, and requires a ninety
(90) day holding period. The Offering Price formula shall be determined by
discounting the closing bid price (as reported by NASDAQ) on the day of the
sale, less twenty-five percent (25%). Each purchaser will be required to
execute a Subscription Agreement and to undertake not to sell the Common Stock
for a period of at least ninety (90) days from the date of purchase. The
Offering Price will fluctuate as the market price of the common stock
fluctuates, and the resulting Offering Price may be higher or lower than two
dollars and fifty cents ($2.50) per share. Such sales may be made to purchasers
directly by the Company or, alternatively, the Company may offer the shares
through dealers, brokers or agents, who may receive compensation in the form of
concessions or commissions from the Company and/or the purchasers of the shares
for whom they may act as agents. Any dealers, brokers or agents that
participate in the distribution of shares may be deemed to be underwriters, and
any profits on the sale of the shares by them and any discounts or commissions
received by any such dealers, brokers or agents may be deemed to be underwriting
discounts and commissions under the 1933 Act.

To the extent required at the time a particular offer of the shares by the
Company is made, a supplement to this Prospectus will be distributed which will
set forth the number of shares being offered and the terms of the offering,
including the name or names of any underwriters, dealers, brokers or agents, the
purchase price paid by any underwriter for the shares purchased from the
Company, and any discounts, commissions, or concessions allowed or reallowed to
dealers, including the proposed selling price to the public.

To comply with the securities laws of certain jurisdictions, as applicable,
the Primary Shares may be offered and sold only through registered or licensed
brokers or dealers. In addition, the Primary Shares may not be offered or sold
in certain jurisdictions unless they are registered or otherwise comply with the
applicable securities laws of such jurisdictions by exemption, qualification or
otherwise.

The Company may issue additional warrants in the future and may choose to
register the shares underlying such warrants in the same way that the "Warrant
Shares" are registered herein. To the extent that the Company chooses, in its
sole discretion, to register additional Warrant Shares, it will amend this
Prospectus to list the names of the warrantholders as Selling Shareholders. The
Company will decrease the number of Primary Shares available for sale to allow
for such Warrant Share registration in order to maintain the aggregate number of
shares registered at 7,582,981 shares.

The Common Stock offered hereby by the Selling Shareholders (the "Resale
Shares") may be sold from time to time in one or more transactions at a fixed
offering price, at varying prices determined at the time of sale or at
negotiated prices. Such sales may be made to purchasers directly by the Selling
Shareholders or, alternatively, the Selling Shareholders may offer the Resale
Shares through dealers, brokers or agents, who may receive compensation in the
form of concessions or commissions from the Selling Shareholders and/or the
purchasers of the Resale Shares for whom they may act as agents. The Selling
Shareholders and any dealers, brokers or agents that participate in the
distribution of Resale Shares may be deemed to be underwriters, and any profits
on the sale of the Resale Shares by them and any discounts or commissions
<PAGE> 19
received by any such dealers, brokers or agents may be deemed to be underwriting
discounts and commissions under the 1933 Act.

To the extent required at the time a particular offer of the Resale Shares
by the Selling Shareholders is made, a supplement to this Prospectus will be
distributed which will set forth the number of Resale Shares being offered and
the terms of the offering, including the name or names of any underwriters,
dealers, brokers or agents, the purchase price paid by any underwriter for the
Resale Shares purchased from the Selling Shareholders, and any discounts,
commissions, or concessions allowed or reallowed to dealers, including the
proposed selling price to the public.

The Warrant Shares shall be issued to holders of outstanding Warrants upon
exercise thereof at the election of the holder in accordance with the terms of
the Warrants. Warrants may be exercised, in whole or in part, by the holders
thereof by giving written notice of the exercise to the Company.

LOCK-IN AGREEMENT

In connection with a prior registration, each of the officers and directors
of BICO and its affiliates, Diasense, Coraflex, IDT, and Petrol Rem, along with
BICO's post-offering five percent (5%) shareholder have entered into a Lock-In
Agreement. Pursuant to the terms of the Lock-In Agreement, each person agreed
not to sell any of the Company's common stock at a price of less than $2.50 per
share for a period of five years, or until March, 1998. Such stock includes
stock acquired via the exercise of warrants or options, and excludes stock
acquired in the open market or in a private placement.

LOANS TO RELATED PARTIES

As set forth in the Company's Form 10-K for the year ended December 31,
1995, which is incorporated herein by reference, the Company has made loans to
certain officers, directors and post-offering five percent (5%) shareholders.
Each of the loans made to officers, directors, post-offering five percent (5%)
shareholders and their affiliates was made for a bona fide business purpose.
All future loans to officers, directors, post-offering five percent (5%)
shareholders and their affiliates will be made for bona fide business purposes
only.

SHARES ELIGIBLE FOR FUTURE SALE

So long as the Registration Statement concerning this offering is effective
under the 1933 Act and the Company remains current in its information filing
requirements under Rule 144, promulgated under the 1933 Act, substantially all
of the Company's common stock issuable upon exercise of outstanding warrants
will be freely transferable, or freely transferable upon issuance in the case of
shares issuable upon exercise of the Warrants, without restriction or further
registration under the 1933 Act, unless acquired by an affiliate of the Company.
"Affiliates" of the Company generally would include the directors and executive
officers of the Company and any other person or entity which controls, is
controlled by, or is under common control with, the Company. Affiliates who
acquire common stock pursuant to this Prospectus will continue to be subject to
the volume restrictions of Rule 144, as set forth below.

In general, under Rule 144 as currently in effect, an affiliate of the
Company and any person (or persons whose shares are aggregated) who has
beneficially owned Restricted Shares for at least two years would be entitled
to sell within any three-month period a number of shares which does not exceed
<PAGE> 20
the greater of (i) one percent (1%) of the then outstanding shares of common
stock of the Company, or (ii) the average weekly trading volume of the common
stock on the open market during the four calendar weeks preceding such sale.
Rule 144 also requires such sales to be placed through a broker or with a market
maker on an unsolicited basis and requires that there be adequate current public
information available concerning the Company. A person who is deemed not to
have been an affiliate of the Company at any time during the three months
preceding a sale, and who has beneficially owned the Restricted Shares for at
least three years, would be entitled to sell such shares under Rule 144(k)
without regard to any of the limitations discussed above immediately following
the commencement of this offering. Restricted Shares properly sold in reliance
upon Rule 144 are thereafter freely tradable without restriction or registration
under the 1933 Act, unless thereafter held by an affiliate of the Company.

In addition to the Common Stock registered pursuant to this Prospectus and
Registration Statement, the Company has common stock outstanding which was sold
in connection with private placements and other transactions which is not being
registered. As of the date of this Prospectus, 1,717,225 shares of that common
stock is eligible for immediate sale in the public market without restriction
pursuant to Rule 144(k). No additional shares will be eligible for sale subject
to rule 144 as of 90 days or 180 days after the effective date of this
Prospectus, since all of the outstanding shares will have qualified for Rule
144(k), by virtue of a three-year holding period, as of September 30, 1995.

The Company can make no prediction as to the effect, if any, that sales of
shares of common stock or the availability of shares for sale will have on the
market price prevailing from time to time. Nevertheless, sales of substantial
amounts of common stock in the public market could adversely affect the
prevailing market price of the common stock.

INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity for the issuance of the Warrant Shares or Resale Shares
offered hereby will be passed upon for the Company by Sweeney & Associates P.C.,
Pittsburgh, Pennsylvania. Thomas E. Sweeney, Jr., Esq., the President of
Sweeney & Associates P.C., currently holds warrants to purchase the following
shares of the common stock of Diasense, an affiliate of the Company: 40,000
shares at $.50 per share until October 23, 2000 and 60,000 shares at $1.00 per
share until January 6, 1997.

EXPERTS

The financial statements of the Company as of December 31, 1995, 1994 and
1993 (which reports included an explanatory paragraph referring to an
uncertainty regarding the Company's ability to continue as a going concern),
incorporated by reference in this Prospectus, have been audited by Thompson
Dugan, independent certified public accountants, as stated in their report
appearing in the Company's Form 10-K for the year ended December 31, 1995 and
has been so included in reliance upon such report given upon the authority of
that firm as experts in auditing and accounting.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Except as set forth herein, the Company has no provisions for the
indemnification of its officers, directors or control persons. David L. Purdy,
Fred E. Cooper, Anthony J. Feola and Glenn Keeling have employment contracts
which include indemnification provisions which indemnify them to the extent
permitted by law. The Company and its affiliates, Diasense, Coraflex, Petrol
Rem, Barnacle Ban, Nu-Insulin and IDT are incorporated under the Business
<PAGE> 21
Corporation Law of the Commonwealth of Pennsylvania. Section 1741, et seq. of
said law, in general, provides that an officer or director shall be indemnified
against reasonable and necessary expenses incurred in a successful defense to
any action by reason of the fact that he serves as a representative of the
corporation, and may be indemnified in other cases if he acted in good faith and
in a manner he reasonably believed was in, or not opposed to, the best interests
of the corporation, and if he had no reason to believe that his conduct was
unlawful, except that no indemnification is permitted when such person has been
adjudged liable for recklessness or misconduct in the performance of his duty
to the corporation,unless otherwise permitted by a court of competent
jurisdiction.

Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, the registrant has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the 1933 Act and is therefore unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer, or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE> 22

No dealer, salesman or other person
has been authorized to give any information
or to make any representation other than
those contained in this Prospectus and, if 7,582,981 Shares
given or made, such information or
representation must not be relied upon as
having been authorized by the Company, the BIOCONTROL TECHNOLOGY, INC
selling shareholders or any underwriter.
Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any Common Stock
circumstances, create any implication that
there has been no change in the affairs of
the Company since the date of this Prospectus.
This Prospectus does not constitute an offer PROSPECTUS
to sell or solicitation of an offer to buy any
securities offered hereby in any jurisdiction March 11, 1996
in which such offer or solicitation is not
qualified to do so or to anyone to whom it is
unlawful to make such offer or solicitation.
__________________________

TABLE OF CONTENTS Page

Prospectus Delivery
Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii
Incorporation by Reference . . . . . . . . . . . . . . . . . . . . . . . ii
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Market Price for Common Stock. . . . . . . . . . . . . . . . . . . . . . 10
Description of Securities. . . . . . . . . . . . . . . . . . . . . . . . 11
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Lock-In Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Loans to Related Parties . . . . . . . . . . . . . . . . . . . . . . . . 20
Shares Eligible for Future
Sale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Interests of Named
Experts and Counsel. . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Indemnification of Directors
and Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

<PAGE> 23

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS
EXPENSES OF ISSUANCE AND DISTRIBUTION

The following sets forth the Company's estimated expenses incurred in
connection with the issuance and distribution of the securities described in the
Prospectus other than underwriting discounts and commissions:

Printing and Copying $ 2,000.00
Legal Fees 10,000.00
SEC Registration Fees 3,868.00
State Filing Fees 6,500.00
Accounting Fees 10,000.00
Total $32,368.00

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Except as set forth herein, the Company has no provisions for the
indemnification of its officers, directors or control persons. David L. Purdy,
Fred E. Cooper, Anthony J. Feola and Glenn Keeling have employment contracts
which include indemnification provisions which indemnify them to the extent
permitted by law. The Company and its affiliates Diasense, Inc., Coraflex,
Inc., Petrol Rem, Inc., and IDT, Inc. are incorporated under the Business
Corporation Law of the Commonwealth of Pennsylvania. Section 1741, et seq. of
said law, in general, provides that an officer or director shall be indemnified
against reasonable and necessary expenses incurred in a successful defense to
any action by reason of the fact that he serves as a representative of the
corporation, and may be indemnified in other cases if he acted in good faith and
in a manner he reasonably believed was in, or not opposed to, the best interests
of the corporation, and if he had no reason to believe that his conduct was
unlawful, except that no indemnification is permitted when such person has been
adjudged liable for recklessness or misconduct in the performance of his duty to
the corporation, unless otherwise permitted by a court of competent
jurisdiction.

RECENT SALES OF UNREGISTERED SECURITIES

The Company and its affiliate, Diasense, completed sales of unregistered
securities as summarized below. All offers and sales were made pursuant to the
"private offering" exemption under Section 4(2) of the 1933 Act. Accordingly,
because the shares sold constitute "restricted securities" within the meaning of
Rule 144 under the 1933 Act, stop-transfer instructions were given to the
transfer agent, and the stock certificates evidencing the shares bear a
restrictive legend.

In August 1989, the Company and Diasense initiated an offering of 175 units
of common stock for sale pursuant to a Private Placement Memorandum on a best
efforts, no minimum basis. Each unit consisted of 8,000 shares of BICO common
stock and 16,000 shares of Diasense common stock. The price to investors per
<PAGE> II-1
unit was $10,000. This placement of stock was closed in May 1991, after 175
units were sold. Revenues from this private placement have been used to fund
the development of the Noninvasive Glucose Sensor, to provide working capital,
and to repay debt.

Diasense initiated a private placement of stock in May 1991, offering
2,000,000 shares in units of 25,000 shares each at $25,000 per unit. This
placement was extended to offer 210 units, or an aggregate of 5,250,000 shares.
On January 20, 1992, the placement was closed after 5,220,000 shares were sold.

In July 1991, the Company sold 225,000 shares of its holdings in the stock
of Diasense to John F. Conley for $1 per share. The Company issued a demand
judgment note, secured by the Diasense stock, in the amount of $225,000 which
accrued interest at a rate of prime plus 1% and has been repaid.

In April 1992, the Company and Diasense initiated a private placement of
stock. The offering was closed July 16, 1992 after a total of 7,212 shares of
the common stock of each company was sold at $3.50 per share. After giving
effect to commissions and offering costs, each company received a total of
$25,242 as a result of the offering. The shares sold pursuant to such private
placement will be registered in connection with this Prospectus.

In July 1992, Diasense initiated a private placement of its stock to
accredited investors only, in $35,000 units consisting of 10,000 shares of
Diasense common stock at $3.50 per share. The offering was closed in December
1992, after $1,050,000 had been raised pursuant to the private placement.

In May 1993, BICO initiated a private placement of its common stock to
accredited investors only, at $1.35 per share. The offering was closed in June
1993 after an aggregate of $1,299,637 was raised pursuant to the offering.

During 1992 through 1994, the Company entered into agreements with several
entities which agreed to use their best efforts to sell the Company's common
stock to foreign investors subject to the requirements set forth in Regulation
S of the Securities Act of 1933 ("Regulation S"). Such entities undertook to
ensure compliance with Regulation S, which among other things, limits a foreign
investor's ability to trade the Company's stock in the United States. Beginning
in 1992, and as of December 31, 1994, 10,463,909 shares of the Company's common
stock had been sold pursuant to the agreements, resulting in net proceeds to the
Company of $18,905,879. An aggregate of 6,317,860 shares with net proceeds of
$12,400,750 were sold during 1994. Proceeds of the sales were used to continue
to fund the Company's research and development projects and to provide working
capital for the Company.

In June 1994, Diasense sold 91,667 shares of its common stock pursuant
to the requirements set forth in Regulation S of the Securities Act of 1933
("Regulation S"). In connection with such sale, the purchasers and any entity
which facilitated such sale undertook to ensure compliance with Regulation S,
which among other things, limits a foreign investors's ability to trade the
Company's stock in the United States. The Company received net proceeds in the
amount of $288,751 pursuant to such sales.

During 1995, Diasense issued the following shares of its common stock to
BICO: 3,000,000 shares at an assigned price of $3.50 per share in return for a
corresponding reduction in the amount due from Diasense to BICO pursuant to the
R&D Agreement of $10,500,000; and 1,200,000 shares of its common stock at a
price of $3.50 per share.

UNDERTAKINGS

The undersigned registrant hereby undertakes:
<PAGE> II-2
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement;

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

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

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

The undersigned registrant hereby undertakes to supplement the prospectus,
after the expiration of the subscription period, to set forth the results of the
subscription offer and the terms of any subsequent reoffering thereof. If any
public offering is to be made on terms differing from those set forth on the
cover page of the prospectus, a post-effective amendment will be filed to set
forth the terms of such offering.

EXHIBIT TABLE
Exhibit Sequential Page No.

3.1 (4) Articles of Incorporation as filed March 20, 1972 . . . .N/A

3.2 (4) Amendment to Articles filed May 8, 1972 . . . . . . . . .N/A

3.3 (4) Restated Articles filed June 19, 1975 . . . . . . . . . .N/A

3.4 (4) Amendment to Articles filed February 4, 1980. . . . . . .N/A

3.5 (4) Amendment to Articles filed March 17, 1981. . . . . . . .N/A

3.6 (4) Amendment to Articles filed January 27, 1982. . . . . . .N/A

3.7 (4) Amendment to Articles filed November 22, 1982 . . . . . .N/A

3.8 (4) Amendment to Articles filed October 30, 1985. . . . . . .N/A
<PAGE> II-3
3.9 (4) Amendment to Articles filed October 30, 1986. . . . . . .N/A

3.10(4) By-Laws . . . . . . . . . . . . . . . . . . . . . . . . .N/A

3.11(5) Amendment to Articles filed December 28, 1992 . . . . . .N/A

4.1 (4) Incentive Stock Option Plan and Schedule. . . . . . . . .N/A

4.2 (4) Form of Warrant and Schedule. . . . . . . . . . . . . . .N/A

4.3 (4) Form of Subscription Agreement and Schedule for
August 1989 Private Placement . . . . . . . . . . . . . .N/A

4.4 (4) Form of Subscription Agreement and Schedule for
June 1992 Private Placement . . . . . . . . . . . . . . .N/A

4.5(8) Form of Subscription Agreement and Schedule for
May, 1993 Private Placement . . . . . . . . . . . . . . .N/A

5.1 Legal Opinion of Sweeney & Associates P.C. . . . . . . . .35

10.1(1) Manufacturing Agreement . . . . . . . . . . . . . . . . .N/A

10.2(1) Research and Development Agreement. . . . . . . . . . . .N/A

10.3(1) Termination Agreement . . . . . . . . . . . . . . . . . .N/A

10.4(1) David L. Purdy Employment Contract dated 12/20/91 . . . .N/A

10.5(1) Fred E. Cooper Employment Contract dated 12/30/91 . . . .N/A

10.6(1) Anthony J. Feola Employment Contract dated 12/30/91 . . .N/A

10.7(1) Nancy Saxman Employment Contract dated 12/30/91 . . . . .N/A

10.8(1) Purchase Agreement. . . . . . . . . . . . . . . . . . . .N/A

10.9(2) Sublicensing Agreement and Amendments thereto . . . . . .N/A

10.10(3) Lease Agreement with 300 Indian Springs Partnership . . N/A

10.11(4) Fately Agreement. . . . . . . . . . . . . . . . . . . . .N/A

10.12(4) Lease Agreement with Indiana County . . . . . . . . . . .N/A

10.13(4) Kleiger Contract. . . . . . . . . . . . . . . . . . . . .N/A

10.14(4) Resnick Contracts . . . . . . . . . . . . . . . . . . . .N/A

10.15(5) First Amendment to Purchase Agreement dated
December 8, 1992. . . . . . . . . . . . . . . . . . . . .N/A
<PAGE> II-4
10.16(6) Petrol Rem lease dated April 1, 1993. . . . . . . . . . .N/A

10.17(7) Letter agreement, dated as of April 21, 1993 between
BICO and Diasense . . . . . . . . . . . . . . . . . . . .N/A

10.18(7) Letter agreement, dated as of June 21, 1993 between
BICO and Diasense . . . . . . . . . . . . . . . . . . . .N/A

10.19(9) Patent and Trademark License Agreement between
Kenneth J. Fishcer and BICO dated October 12, 1993. . . .N/A

10.20(8) Letter of Resignation of Director,
C. Terry Adkins dated 3/12/92. . . . . . . . . . . . . . N/A

10.21(10) Letter of Resignation of Director,
Jack Onorato dated 4/13/94. . . . . . . . . . . . . . . .N/A

10.22(11) Letter agreement, dated as of September 19, 1994 between
BICO and Diasense . . . . . . . . . . . . . . . . . . . .N/A

10.23(11) Fred E. Cooper Employment Agreement dated 11/1/94 . . . .N/A

10.24(11) David L. Purdy Employment Agreement dated 11/1/94 . . . .N/A

10.25(11) Anthony J. Feola Employment Agreement dated 11/1/94 . . .N/A

10.26(11) Glenn Keeling Employment Agreement dated 11/1/94. . . . .N/A

10.27(11) David E. Staudenmaier Employment Agreement dated 11/1/94 N/A

10.28(11) Nancy J. Saxman Employment Agreement dated 11/1/94. . . .N/A

16.1(12) Disclosure and Letter Regarding Change in
Certifying Accountants dated 1/25/95. . . . . . . . . . .N/A

24.1 Consents of Thompson Dugan, Independent Certified
Public Accountants. . . . . . . . . . . . . . . . . . . . 37

24.2 Consent of Counsel (Included in Exhibit 5.1 above). . . . 35

25.1 Power of Attorney of Fred E. Cooper . . . . . . . . . . . 34
(included under "Signatures")

(1) Incorporated by reference from Exhibit with this title filed with the
Company's Form 10-K for the year ended December 31, 1991

(2) Incorporated by reference from Exhibit with this title to Form 8-K dated
May 3, 1991

(3) Incorporated by reference from Exhibit with this title to Form 10-K for the
year ended December 31, 1990

(4) Incorporated by reference from Exhibits with this title to Registration
Statement on Form S-1 filed on December 1, 1992
<PAGE> II-5
(5) Incorporated by reference from Exhibits with this title to Amendment
No. 1 to Registration Statement on Form S-1 filed on February 8, 1993

(6) Incorporated by reference from Exhibit with this title to Form S-1 and
Preliminary Prospectus filed June 16, 1993

(7) Incorporated by reference from Exhibit with this title to Amendment No. 1
to the June 16, 1993 Form S-1 filed July 30, 1993

(8) Incorporated by reference from Exhibit with this title to Form S-1 and
Prospectus dated August 16, 1993

(9) Incorporated by reference from Exhibit with this title to Form 10-K for the
year ended December 31, 1993

(10) Incorporated by reference from Exhibit with this title to Form 8-K dated
April 13, 1994

(11) Incorporated by reference from Exhibit with this title to Form 10-K for the
year ended December 31, 1994

(12) Incorporated by reference from Exhibit with this title to Form 8-K dated
January 25, 1995
<PAGE> II-6
Exhibit 25.1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned on March 11, 1996.

BIOCONTROL TECHNOLOGY, INC.

By: /s/ Fred E. Cooper
Fred. E. Cooper, Director, CEO,
(principal executive officer,
principal financial officer,
and principal accounting officer)

POWER OF ATTORNEY

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

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

Signature Title Date

/s/ David L. Purdy President, March 11, 1996
David L. Purdy Treasurer, Director

/s/ Anthony J. Feola Senior Vice President, March 11, 1996
Anthony J. Feola Director

/s/ Glenn Keeling Director March 11, 1996
Glenn Keeling

/s/ Raymond F. Carr Director March 11, 1996
Raymond F. Carr
<PAGE> II-7

SWEENEY & ASSOCIATES P.C.
ATTORNEYS AT LAW

7300 PENN AVENUE TELEPHONE (412) 731-1000
PITTSBURGH, PA 15208 FACSIMILE (412) 731-9190

March 11, 1996

To the Board of Directors
Biocontrol Technology, Inc.
2275 Swallow Hill Road
Building 2500; 2nd Floor
Pittsburgh, PA 15220

Gentlemen:

We have examined the corporate records and proceedings of Biocontrol
Technology, Inc, a Pennsylvania corporation (the "Company"), with respect to:

1. The organization of the Company;

2. The legal sufficiency of all corporate proceedings of the Company
taken in connection with the creation, issuance, the form and
validity, and full payment and non-assessability, of all the present
outstanding and issued common stock of the Company; and

3. The legal sufficiency of all corporate proceedings of the Company,
taken in connection with the creation, issuance, the form and
validity, and full payment and non-assessability, when issued, of
shares of the Company's common stock (the "Shares"), to be issued by
the Company covered by the registration statement (hereinafter
referred to as the "Registration Statement") filed with the Securities
and Exchange Commission March 11, 1996, file number 33-______ (in
connection with which Registration Statement this opinion is
rendered.)

We have also examined such other documents and such questions of law as we
have deemed to be necessary and appropriate, and on the basis of such
examinations, we are of the opinion:

(a) That the Company is duly organized and validly existing under the laws
of the Commonwealth of Pennsylvania;

(b) That the Company is authorized to have outstanding 40,000,000 shares
of common stock of which 37,021,118 shares of common stock are
outstanding as of December 31, 1995;

(c) That the Company will hold a Special Meeting of Shareholders on April
11, 1996 for the purpose of increasing the number of authorized shares
to 60,000,000, and that, once such shares are authorized, the Company
undertakes to request acceleration of the effective date of the
Registration; and, in the event that such shares are not authorized,
the Company undertakes to withdraw this Registration Statement and
refrain from selling any shares to be registered thereunder;

(d) That the Company has taken all necessary and required corporate
proceedings in connection with the creation and issuance of the said
presently issued and outstanding shares of common stock and that all
of said stock so issued and outstanding has been validly issued, is
fully paid and non-assessable, and is in proper form and valid; and
that, as set forth above, the Company will undertake to do the same
for the newly-authorized shares of common stock;

(e) That when the Registration Statement shall have been declared
effective by order of the Securities and Exchange Commission, after a
request for acceleration by the Company, and the Shares shall have
been issued and sold upon the terms and conditions set forth in the
Registration Statement, then the Shares will be validly authorized and
legally issued, fully paid and non-assessable.

We hereby consent (1) to be named in the Registration Statement, and in the
Prospectus which constitutes a part thereof, as the attorneys who will pass
upon legal matters in connection with the sale of the Shares, and (2) to the
filing of this opinion as Exhibit 5.1 of the Registration Statement.

Sincerely,

SWEENEY & ASSOCIATES P.C.

jdk

Exhibit 24.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated January 30, 1996 accompanying the consolidated
financial statements of Biocontrol Technology, Inc. and subsidiaries appearing
in the 1995 Annual Report on Form 10-K for the year ended December 31, 1995
which is incorporated by reference in this Registration Statement on Form S-3.
We consent to the incorporation by reference in the Registration Statement of
the aforementioned report and to the use of our name as it appears under the
caption "EXPERTS". Our report on the consolidated financial statements referred
to above includes an explanatory paragraph which discusses going concern
considerations as to Biocontrol Technology, Inc.

/s/ Thompson Dugan

Pittsburgh, Pennsylvania

March 8, 1996