BIO PLEXUS INC, 10-K/A, 1998-04-30

BIO PLEXUS INC
10-K/A, 1998-04-30
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS

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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM 10-K/A

[X] AMENDMENT NUMBER 1 TO ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 1997

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the Transition Period from To

Commission file number 0-24128

BIO-PLEXUS, INC.
-------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)

CONNECTICUT 06-1211921
------------------------------ ----------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

129 RESERVOIR ROAD
VERNON, CONNECTICUT 06066
---------------------------------------------------------------------------
(Address of Principal Executive Offices, Including Zip Code)

(860) 870-6112
---------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act:
Title of Each Class:

Common stock, no par value
<PAGE> 2
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to the Form 10-K. [X]

The aggregate market value of voting stock held by non-affiliates of
the registrant at April 20, 1998, was $37,036,320.

On April 20, 1998, there were 12,154,787 outstanding shares of the
registrant's common stock.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Proxy Statement for the 1998 Annual Meeting of
Stockholders are incorporated by reference into Part III of this Report.

FORWARD LOOKING STATEMENTS:

The discussions set forth below and elsewhere herein contain certain
statements which are not historical facts and are considered forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of 1934, as amended. The
Company's actual results could differ materially from those projected in the
forward-looking statements as a result of, among other factors, general economic
conditions and growth in the safety medical products industry, competitive
factors and pricing pressures, changes in product mix, product demand, risk of
dependence on third party suppliers, and other risk factors detailed in this
report, described from time to time in the Company's other Securities and
Exchange Commission filings, or discussed in the Company's press releases. All
forward-looking statements included in this document are based on information
available to the Company on the date hereof, and the Company assumes no
obligation to update any such forward-looking statements.

AMENDMENT

The registrant is amending its Annual Report on Form 10-K to include
responses to Items 10 through 13 and to file one additional exhibit under Part
IV of its Report.
<PAGE> 3
BIO-PLEXUS, INC.

INDEX TO AMENDMENT OF ANNUAL REPORT
ON FORM 10-K/A
YEAR ENDED DECEMBER 31, 1997

PART III

<TABLE>
<S> <C>
Item 10. Directors and Executive Officers of the Registrant................... 1
Item 11. Executive Compensation............................................... 4
Item 12. Security Ownership of Certain Beneficial Owners and Management....... 8
Item 13. Certain Relationships and Related Transactions....................... 9

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K..... 10
</TABLE>

ii
<PAGE> 4
PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

The executive officers and Directors of the Company are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------ --- -----------------------------------------------

<S> <C> <C>
Lawrence C. Krampert (1).......... 65 Chairman of the Board and Director
Richard L. Higgins................ 55 President, Chief Executive Officer and Director
Carl R. Sahi (1).................. 41 Vice President, Business and Technology
Development, Treasurer and Director
Lucio Improta..................... 53 Vice President, International Business
Development
Gary L. Smith..................... 45 Vice President, Manufacturing
Thomas K. Sutton.................. 38 Executive Vice President, Marketing and
Administration
Kimberley A. Cady................. 32 Vice President, Finance and Chief
Financial Officer
David Himick (2)(3)............... 72 Director
Stanley E. Jacke (2).............. 73 Director
Richard D. Ribakove (2)(3)........ 42 Director
</TABLE>

- ---------------------------------
(1) Member of 1995 Non-Employee Directors' Stock Option Plan Committee.

(2) Member of Compensation Committee.

(3) Member of Audit Committee.

Mr. Krampert is a Director and the Chairman of the Board of Directors
of the Company, a retired business executive, and a business consultant. Mr.
Krampert has been a Director since July 1997. Mr. Krampert was elected Chief
Executive Officer of the Company on July 24, 1997 and President on October 29,
1997. Mr. Krampert was elected Chairman of the Board of Directors and resigned
as an officer of the Company effective January 6, 1998. Between 1959 and 1991,
Mr. Krampert was employed by various divisions of Johnson & Johnson. Most
recently, Mr. Krampert served as a director and Vice President of Critikon,
Inc., a Johnson & Johnson company involved in making intravenous catheters, from
1971 to 1991. From 1991 to 1993, Mr. Krampert was self-employed as a business
consultant, and from 1993 to 1995 served as the Director of International
Development for the University of Tampa. Mr. Krampert holds a Bachelor of
Science degree from Bloomfield College. He is also a graduate of various
executive business programs including, among others, The Wharton School of
Business, University of Pennsylvania and the Fuqua School of Business, Duke
University.

Mr. Higgins is a Director of the Company and the Company's President
and Chief Executive Officer. He joined the Company on a part-time basis as a
consultant in May 1992 and became a full time employee in September, 1993. From
July 1996 to January 1998, Mr. Higgins served as the Company's Vice President,
Finance. Mr. Higgins assumed his current position in January 1998. From February
1992 through September 1993, Mr. Higgins was self-employed as a business
consultant. From June 1966 through February 1992, Mr. Higgins was employed by
the State of Connecticut during which time he helped establish the Connecticut
Development Authority ("CDA"). He served as the CDA's Executive Director

1
<PAGE> 5
from 1975 to 1992. Mr. Higgins holds a Bachelor of Arts degree from the
University of Connecticut.

Mr. Sahi is a Director of the Company and the Company's Vice President,
Business and Technology and Treasurer. Mr. Sahi founded the Company in September
1987 and has been a Director since that time. Between September 1987 and October
1997, Mr. Sahi served as President of the Company. Prior to 1987, Mr. Sahi had
seven years of entrepreneurial experience in developing products, services and
small companies. His experience includes the development of a polyvinyl chloride
gasketed plastic bottle cap, the formation and management of a company that
assembled plastic immunoassay diagnostic test kits and the formation, management
and sale of a janitorial maintenance company. Mr. Sahi is the principal inventor
of the Company's self-blunting needle and founded the Company in order to
design, develop, manufacture and market that product. Mr. Sahi has three years
of undergraduate business education, holds a Bachelor's degree in Pathobiology
from the University of Connecticut and has six years of graduate training in
Chemistry.

Mr. Improta is the Company's Vice President, International Business
Development. In this position, Mr. Improta has the responsibility to introduce
the Company's products overseas, by establishing a network of distributors in
key foreign markets. Prior to his appointment, Mr. Improta was acting as a
consultant to the Company through FRC International, to help establish
distributors in Europe. In 1984, Mr. Improta formed his own company, H-S
Hospital Service, specializing in interventional radiology products, where he
was employed through 1993. He then formed a marketing consulting company, FRC
International, where he was employed until joining the Company in January, 1997.
His prior experience includes employment with a number of medical products
companies including Becton, Dickinson & Company, Ital-Gamma and Abbot
Laboratories. Mr. Improta holds a Master's degree in Business Administration
from MCE Europe.

Mr. Smith is the Company's Vice President, Manufacturing. Between May
1995 and October 1997, Mr. Smith served as the Company's Vice President, General
Manager. Mr. Smith joined the Company in September 1994 as its Director of
Engineering, a position he held until May 1995. Mr. Smith has twenty-three years
of industrial experience, with eleven years in high volume manufacturing of
disposable medical devices. From February, 1989 to September, 1994, Mr. Smith
was employed by Becton, Dickinson & Company, where he was Engineering Manager of
a syringe manufacturing plant. Mr. Smith's medical manufacturing background also
includes Critikon, Inc., a Johnson & Johnson company involved in making
intravenous catheters. Mr. Smith holds a Bachelor of Science in Manufacturing
Engineering from Brigham Young University and a Masters degree in Business
Administration from Rensselaer Polytechnic Institute.

2
<PAGE> 6
Mr. Sutton was recently appointed Executive Vice President, Marketing
and Administration. He has responsibility for Marketing and Sales, Human
Resources, and Quality Assurance. Mr. Sutton previously served as the Company's
Vice President, U.S. Marketing and Sales from November 1996 to March 1998. Mr.
Sutton has extensive experience in marketing and sales of safety medical
needles. Prior to his work at the Company, Mr. Sutton managed the Protective
I.V. Catheter Safety System brand for Johnson & Johnson Medical, Inc. ("JJMI").
Mr. Sutton served as Product Director for five years at JJMI (1991-1996), and
was a Sales Manager and Representative prior to that position. Mr. Sutton holds
a Bachelor of Science degree in Business Administration and a Master's degree in
Business Administration, both from the University of South Carolina.

Ms. Cady is the Company's Vice President, Finance and Chief Financial
Officer. Between 1994 and 1996, Ms. Cady served as the Company's Cost Accountant
and between 1996 and 1998 as the Company's Controller. Ms. Cady has ten years of
accounting and finance experience encompassing both public and private
accounting and specializing in manufacturing. From 1989 to 1994, Ms. Cady was
employed with Gerber Garment Technology, Inc., a subsidiary of Gerber
Scientific, Inc., most recently as their Supervisor of Cost Accounting. Prior to
this, she was employed as an auditor with the public accounting firm of Deloitte
& Touche, LLP. Ms. Cady holds a Bachelor of Science degree in Business
Administration from Bryant College.

Mr. Himick is a Director of the Company, a retired business executive,
and a business consultant. Mr. Himick became a Director of the Company in April
1997. He was the founder of several companies including Commercial Wire Rope &
Supply of Detroit, Commercial Wire Rope & Supply of Flint, Commercial Wire Rope
& Supply of Toledo, and Detroit Chain Products Co. He was a director for
Heritage Federal Savings Bank located in Taylor, Michigan between 1982 and 1993
and a director of Heritage Bankcorp Inc. (the holding company of Heritage
Federal Savings), between 1989 and 1993. Mr. Himick currently serves on the
board of directors of Community Bank of Dearborn and the board of directors of
Dearborn Bancorp (the holding company of Community Bank of Dearborn), both of
which positions he assumed in 1994.

Mr. Jacke is a Director of the Company, a retired business executive,
and business consultant. He became a Director of the Company in October 1996.
Mr. Jacke was the founder and president of Branson Sonic Power Company and
president of that company's parent, Branson Instruments Inc. Branson Instruments
was acquired by SmithKline Beecham and Mr. Jacke served as an executive vice
president of that company. He retired from SmithKline Beecham in 1984. Since
that time he has served as a business consultant. Mr. Jacke holds a Bachelor of
Science degree in Electrical Engineering from Purdue University.

Mr. Ribakove is a Director of the Company and an attorney in private
practice in New York City. Mr. Ribakove has been a Director of the Company since
its founding in September 1987. He is also the Vice President of Mooney-General
Paper Co., a large distributor of paper products. He is a graduate of Hofstra
University with a Bachelor's degree in Business Administration and is a graduate
of Brooklyn Law School. Mr. Ribakove is currently serving as President of the
Garden State Paper Trade Association of New Jersey.

There is no family relationship between any of the executive officers
or Directors of the Company.

Executive officers of the Company are elected by the Board of Directors
on an annual basis and serve at the discretion of the Board. Members of the
Board of Directors are elected annually at the annual meeting of shareholders.

3
<PAGE> 7
The Board of Directors has a Compensation Committee, Audit Committee
and a 1995 Non-Employee Directors' Stock Option Plan Committee. The Compensation
Committee administers the Company's 1991 Long Term Incentive Plan. The Audit
Committee reviews the results and scope of the annual audit and other services
provided by the Company's independent auditors. The 1995 Non-Employee Directors'
Stock Option Plan Committee administers the Company's 1995 Non-Employee
Directors' Stock Option Plan.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The Company is not aware of any delinquent reports required by Section
16(a) of the Securities Exchange Act of 1934, as amended, to be filed with the
Securities and Exchange Commission during the fiscal year ending December 31,
1997.

ITEM 11. EXECUTIVE COMPENSATION

Included below are tables which set forth certain information
concerning compensation paid by the Company to its chief executive officer and
all other executive officers with annual compensation in excess of $100,000 for
the year ended December 31, 1997 (the "Named Executive Officers"). The tables
include columns related to stock options and stock appreciation rights ("SARS")
(contractual rights to compensation measured by increases in the value of the
common stock payable in stock and/or cash). No SARS have been issued by the
Company.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ------------
-------------------------------------- SECURITIES
NAME AND OTHER ANNUAL UNDERLYING OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($)(1) OPTIONS/SARS COMPENSATION
- ------------------ ---- -------- ------- ----------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Richard L. Higgins(2) ............ 1997 100,000 -- -- 25,000 --
Chief Executive Officer 1996 90,385 -- -- -- --
1995 75,000 -- -- -- --
Lawrence C. Krampert (3) ......... 1997 100,000 -- -- 100,000(4) --
Chief Executive Officer
Ronald A. Haverl (5) ............. 1997 135,385 -- -- -- 83,333(6)
Chief Executive Officer 1996 220,000 31,236 593,125 -- --
1995 219,548 85,286 -- -- --
Carl R. Sahi (7) ................. 1997 220,000 -- -- -- --
Vice President, Business 1996 220,000 -- 593,125 -- --
and Technology 1995 219,701 -- -- -- --
Development and Treasurer
Lucio Improta (8) ................ 1997 144,231 -- -- 30,000 4,248(9)
Vice President,
International Business
Development
</TABLE>

4
<PAGE> 8
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Thomas K. Sutton (10)............. 1997 103,000 14,401(11) -- 30,000 --
Vice President, U.S. 1996 14,262 30,395(11) -- -- --
Marketing
and Sales
</TABLE>

- -----------------------------------------
(1) The amounts shown represent income earned upon the exercise of warrants
for shares of common stock. The warrants were granted in 1991 and were
exercised immediately prior to their expiration.

(2) Mr. Higgins was a Named Executive Officer of the Company in 1997,
holding the office of Vice President, Finance. On January 6, 1998, Mr.
Higgins was elected to the offices of President and Chief Executive
Officer of the Company.

(3) Mr. Krampert was elected Chief Executive Officer of the Company on July
24, 1997 and President on October 29, 1997. Mr. Krampert resigned as an
officer of the Company effective January 6, 1998.

(4) Mr. Krampert's options expired in accordance with their terms upon his
resignation as an employee of the Company on January 6, 1998.

(5) Mr. Haverl resigned as Chief Executive Officer of the Company on July
24, 1997.

(6) Represents payments to Mr. Haverl in accordance with a severance
arrangement with the Company. See "Employment Agreements."

(7) Mr. Sahi became Treasurer of the Company on July 24, 1997 and Vice
President, Business Technology and Development on October 29, 1997. Mr.
Sahi served as President of the Company from September 1987 to October
1997.

(8) Mr. Improta first became an employee of the Company on January 13,
1997.

(9) Represents premiums paid for a personal term life insurance policy. Mr.
Improta has no interest in any cash surrender value under the insurance
policy.

(10) Mr. Sutton first became an employee of the Company in November 1996.

(11) Represents a signing bonus paid to Mr. Sutton in 1996 and 1997.

5
<PAGE> 9
OPTION/SAR GRANT IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
----------------------------------------------------- AT ASSUMED ANNUAL RATES
NUMBER OF OF STOCK PRICE
SECURITIES PERCENT OF TOTAL EXERCISE APPRECIATION FOR OPTION
UNDERLYING OPTIONS GRANTED OR BASE TERM($)(1)
OPTIONS TO EMPLOYEES IN PRICE EXPIRATION ----------------------------
NAME GRANTED(#) 1997(%) ($/SH) DATE 5% 10%
---- --------- ---------------- -------- ---------- -------------- ------------

<S> <C> <C> <C> <C> <C> <C>
Larry C. Krampert 100,000 65% 4.00 8/31/99(2) 4.41 4.84
Richard L. Higgins 25,000 16% 6.25 1/24/07 10.18 16.21
Thomas Sutton 30,000 19% 6.25 1/24/07 10.18 16.21
Lucio Improta 30,000(3) 16% 7.75 9/06/01 9.89 12.48
</TABLE>

(1) Represents the potential realizable value of each grant assuming the
market price of the underlying security appreciates in value from the
date of grant to the end of the option term at 5% and 10% annually.

(2) Mr. Krampert's options expired in accordance with their terms upon his
resignation as an employee of the Company on January 6, 1998.

(3) Mr. Improta's options were originally granted in 1996 when he worked as
a consultant to the Company. Following his employment with the Company
in January 1997, the grant of these options were ratified by the Board
of Directors.

EMPLOYMENT AGREEMENTS

The Company has an employment agreement with Mr. Improta dated January
13, 1997 filed as Exhibit 10.15 to the Company's Quarterly Report on Form 10-Q
for the quarter ended on March 31, 1997 and incorporated by reference herein.
Under the terms of the agreement, Mr. Improta receives an annual salary of
$150,000 plus commissions and is subject to customary confidentiality and
non-competition provisions. The initial term of the agreement is 18 months which
is automatically renewed for a second 18 month term absent notice of termination
for cause. Subject to the terms of the agreement, either party may terminate the
agreement during the second term.

The Company has an arrangement with Mr. Haverl that became effective
upon his resignation as Chief Executive Officer of the Company, the terms of
which are set forth as Exhibit 10.17 filed with this amendment. Under the terms
of the arrangement, Mr. Haverl is receiving a severance payment of $200,000 less
certain adjustments payable in twelve monthly installments. In addition, Mr.
Haverl will act as a consultant to the Company for an initial term commencing
August 1, 1997 and ending September 30, 1997 at no cost to the Company; and for
a second term commencing on October 1, 1997 and ending September 30, 1998, at a
rate of $1,000 per day for each day Mr. Haverl is called upon to provide
services. The current term is terminable by either party on 30 days notice and
may be extended upon the mutual consent of both parties. During the current
term, Mr. Haverl may not compete with the Company and is bound by customary
confidentiality provisions. Under the terms of the arrangement, the Company also
extended for one year certain warrants issued to Mr. Haverl that were scheduled
to expire on September 19, 1997.

6
<PAGE> 10
All employees have executed confidentiality agreements with the
Company.

COMPENSATION OF DIRECTORS

Members of the Board of Directors receive an automatic annual grant of
options for 1,000 shares of Common Stock upon their election or re-election to
the Board of Directors. The options are granted under the 1995 Non-Employee
Directors' Stock Option Plan (the "Directors' Plan") which was adopted on July
6, 1995 at the Company's 1995 Annual Meeting of Shareholders.

Only non-employee members of the Board of Directors of the Company are
eligible to receive grants of options under the Directors' Plan. Participants
who had served as directors prior to the adoption of the Directors' Plan
automatically received an option for 1,000 shares for each calendar year they
served as a director. Accordingly, Mr. Ribakove received options for 9,000
shares of common stock for past services. During the term of the Directors'
Plan, participants automatically receive a grant of an option for 1,000 shares
of common stock on their election or re-election. Messrs. Ribakove, Himick and
Jacke have all received an automatic grant for 1,000 shares of common stock for
services in 1997 and Mr. Himick received an automatic grant for 1,000 shares of
common stock upon his election in April 1997. All options granted vest one (1)
year after the grant, are exercisable for the lesser of one (1) year from the
termination as a director or five (5) years from grant, and have an exercise
price equal to the fair market value of the underlying shares of common stock at
the time of grant. Vesting is accelerated upon the death, disability, or
retirement of a participant. Should a participant terminate his or her service
as a director for any other reason, shares not fully vested under an option will
be forfeited. Payment of the option exercise price may be made in cash or by
transfer to the Company of shares of common stock having a fair market value
equal to the option exercise price, or by withholding from the shares that would
otherwise be issued under an option, that number of shares having a fair market
value equal to the option exercise price.

There are fifty thousand (50,000) shares reserved for issuance under
the Directors' Plan. There were twenty-three thousand (23,000) shares subject to
outstanding options as of December 31, 1997 and twenty-two thousand (22,000)
shares subject to outstanding options as of April 20, 1997. The reduction in
outstanding options was due to the forfeiture of unvested options held by a
departing director in January 1998. No options have been exercised under the
Directors' Plan.

Non-employee directors also receive $2,500 per quarter for serving on
the Board of Directors.

7
<PAGE> 11
INCENTIVE PLAN

In May 1991 the Company adopted its 1991 Long Term Incentive Plan (as
amended, the "Plan"). Pursuant to the Plan, the Compensation Committee of the
Board (the "Committee") has the power to make grants or awards to persons who,
in the judgment of the Committee, have contributed or will contribute, to the
long-term success of the Company. The Board generally may amend, suspend or
terminate the Plan in whole or in part. However, amendments which materially
increase the benefits accruing to participants under the Plan, increase the
number of shares of Common Stock reserved for purposes of the Plan or materially
modify the requirements as to eligibility to participate in the Plan must also
be approved by the Company's shareholders. Awards and grants under the Plan may
be made in a variety of forms, including warrants to purchase common stock,
stock options, incentive stock options within the meaning of Section 422 of the
Internal Revenue Code ("ISOs"), and restricted stock. Stock options may be
accompanied by SARS, and restricted stock may be accompanied by grants of
performance shares (contractual rights to compensation measured by increases in
the value of the common stock payable in cash). The Committee in its discretion
determines who receives grants or awards under the Plan, the number of warrants,
options, ISOs, SARs, performance shares, and shares of restricted stock, the
option price, and the duration of the awards. One Million (1,000,000) shares
have been reserved for issuance under the Plan, including 426,150 shares subject
to outstanding options under the Plan as of December 31, 1997. There have been
187,000 options exercised under the Plan as of December 31, 1997. The exercise
prices of options awarded under the Plan were the fair market value of the
underlying shares at the time of the award, as determined by the Compensation
Committee of the Board of Directors.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Ribakove, Himick and Jacke are the members of the Compensation
Committee. Each is a non-employee director of the Company. No executive officers
of the Company serve on the Compensation Committee (or in a like capacity) for
any other entity.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table sets forth certain information with respect to the
beneficial ownership of the common stock as of April 20, 1998 (unless otherwise
specified) for: (i) each person who is known by the Company to beneficially own
more than 5% of the common stock, (ii) each of the Company's directors; (iii)
each of the Company's Named Executive Officers; and (iv) all the directors and
executive officers as a group.

8
<PAGE> 12
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF CLASS
NAME AND ADDRESS(1) BENEFICIALLY OWNED(2) BENEFICIALLY
OWNED
- ------------------------------------------------------ -------------------- ----------------

<S> <C> <C>
Herman Gross (3)...................................... 802,668 6.6%
Lawrence C. Krampert.................................. 1,000 *
Richard L. Higgins (4)................................ 8,333 *
Carl R. Sahi (5)...................................... 603,500 5.0%
Ronald A. Haverl (6).................................. 196,903 1.6%
Lucio Improta (7)..................................... 10,000 *
Thomas K. Sutton (8).................................. 10,000 *
Richard D. Ribakove(9)................................ 40,730 *
Stanley E. Jacke...................................... 3,000 *
David Himick(10)...................................... 906,469 7.5%
All directors and executive officers as a group (8)
persons)(11)........................................ 1,583,032 13.0%
</TABLE>

- ------------------------------------
* Less than 1% of the class.

(1) Unless otherwise indicated, the address of each named holder is c/o
Bio-Plexus, Inc., 129 Reservoir Road, Vernon, Connecticut 06066.

(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock
subject to options, warrants and convertible notes currently
exercisable or convertible, or exercisable or convertible within sixty
(60) days, are deemed outstanding for computing the percentage of the
person holding such options but are not deemed outstanding for
computing the percentage of any other person. Except as indicated by
footnote, and subject to community property laws where applicable, the
persons named in the table have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by
them.

(3) Information pursuant to Schedule 13D filed with the Securities and
Commission on March 6, 1998. Mr. Gross' address is listed as 12 Jordan
Drive, Great Neck, New York 11021.

(4) Includes 8,333 shares of Common Stock issuable upon the exercise of
options owned by Mr. Higgins which are presently exercisable.

(5) Includes 50,000 shares of common stock held by E.B. Hanson, Inc., a
company controlled by Mr. Sahi and 125,000 shares of Common Stock
issuable upon the exercise of warrants held by Mr. Sahi which are
presently exercisable.

9
<PAGE> 13
(6) Includes 125,000 shares of Common Stock issuable upon the exercise of
warrants held by Mr. Haverl which are presently exercisable.

(7) Includes 10,000 shares of Common Stock issuable upon the exercise of
options owned by Mr. Improta which are presently exercisable.

(8) Includes 10,000 shares of Common Stock issuable upon the exercise of
options held by Mr. Sutton which are presently exercisable.

(9) Includes 28,430 shares owned jointly by Mr. Ribakove and his wife in
tenancy by the entirety. As to such shares, Mr. Ribakove and his wife
share voting and investment power. Also includes 11,000 shares of
Common Stock issuable upon the exercise of options owned by Mr.
Ribakove, and 600 shares held in custodial accounts for the Ribakoves'
minor children.

(10) Includes 21,000 shares owned jointly by Mr. Himick and his wife and as
to which they share voting and investment power. Also includes 9,835
shares of Common Stock issuable upon the exercise of warrants held by
Mr. Himick which are presently exercisable, 1,000 shares of Common
Stock issuable upon the exercise of options owned by Mr. Himick which
are presently exercisable and 10,000 shares of Common Stock held by the
Himick Family Investment Club, an entity controlled by Mr. Himick.

(11) Includes 50,000 shares of common stock held by E.B. Hanson, Inc., a
company controlled by Mr. Sahi, 10,000 shares held by the Himick Family
Investment Club, an entity controlled by Mr. Himick and 175,168 shares
of Common Stock issuable upon the exercise of options and warrants held
by executive officers and directors which are presently exercisable,
and 600 shares held in custodial accounts for the Ribakoves' minor
children. Excludes 196,903 shares of common stock and presenting
exercisable warrants held by Mr. Haverl who resigned as an officer of
the Company on July 24, 1997, and as a director of the Company on
December 22, 1997.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

<PAGE> 14
PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

The table of exhibits is amended by the addition of Exhibit
10.17 and restated to read as follows:

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION METHOD OF FILING
- ------------- ------------------------------------------------------ ------------------------------------------------

<S> <C> <C>
1.1 Form of Underwriting Agreement between
Advest, Inc. and the Company.......................... Incorporated by reference to Exhibit 1.1
to the Registrant's registration statement
on Form S-1 filed on April 1, 1994 (File
No. 33-77202).
1.2 Form of Advest, Inc. Warrant.......................... Incorporated by reference to Exhibit 1.2
to the Registrant's registration statement
on Form S-1 filed on April 1, 1994 (File
No. 33-77202).
1.3 Form of Advest, Inc. Registration Rights
Agreement............................................. Incorporated by reference to Exhibit 1.3
to the Registrant's registration statement
on Form S-1 filed on April 1, 1994 (File
No. 33-77202).
1.4 Form of Underwriting Agreement among
Advest, Inc. as representative of the
several underwriters named therein and the
Company............................................... Incorporated by reference to Exhibit 1.1
to the Registrant's Amendment No. 2 to the
registration statement on Form S-1 filed
on September 15, 1995 (File No. 33-95554).
3.1 Certificate of Incorporation of the
Company, as amended................................... Incorporated by reference to Exhibit 3.1
to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30,
1997 (File No. 0-24128).
3.2 Bylaws of the Company, as amended..................... Filed with this report.
</TABLE>

11
<PAGE> 15
<TABLE>
<S> <C> <C>
4.1 Loan Agreement, dated January 7, 1992,
between the Company and CII........................... Incorporated by reference to Exhibit 4.1
to the Registrant's registration statement
on Form S-1 filed on April 1, 1994 (File
No. 33-77202).
4.2 Loan Agreement dated July 27, 1993,
between the Company and the CDA....................... Incorporated by reference to Exhibit 4.2
to the Registrant's registration statement
on Form S-1 filed on April 1, 1994 (File
No. 33-77202).
4.3 Form of Unsecured Term Notes with
Detachable Warrants to Purchase Common
Stock................................................. Incorporated by reference to Exhibit 10.4
to the Registrant's registration statement
on Form S-1 filed on April 1, 1994 (File
No. 33-77202).
4.4 Loan Agreement, dated March 7, 1995,
between the Company and the CDA....................... Incorporated by reference to Exhibit 4.4
to the Registrant's Annual Report on Form
10-K filed on March 30, 1995 (File No.
0-24128).
4.4a Letter agreement dated March 31, 1997
between the Company and CDA........................... Incorporated by reference to Exhibit 4.4a
to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended on March
31, 1997 (File No. 0-24128).
4.5 Promissory Note, dated October 28, 1994,
between the Company and Victor and
Margaret DeMattia..................................... Incorporated by reference to Exhibit 4.5
to the Registrant's Annual Report on Form
10-K filed on March 30, 1995 (File No.
0-24128).
4.6 Offshore Convertible Securities
Subscription Agreement dated January 30,
1997 between the Company and Shepherd
Investments International Ltd., as amended
by Letter agreement dated March 25, 1997,
and as further amended by Letter agreement
dated April 16, 1997.................................. Incorporated by reference to Exhibit 4.6
to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended on March
31, 1997 (File No. 0-24128).
4.6a Letter agreement between the Company and
Ronald A. Haverl and Carl R. Sahi
regarding voting of Class A Common
Stock................................................. Incorporated by reference to Exhibit 4.6
to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended on June
30, 1997 (File No. 0-24128).
</TABLE>

12
<PAGE> 16
<TABLE>
<S> <C> <C>
10.1 Lease, dated March 7, 1989, between the
Company and T&S Limited Partnership, as
amended............................................... Incorporated by reference to Exhibit 10.1
to the Registrant's registration statement
on Form S-1 filed on April 1, 1994 (File
No. 33-77202).
10.2 Royalty Agreement, dated November 6, 1989,
between the Company and CII, as amended............... Incorporated by reference to Exhibit 10.2
to the Registrant's registration statement
on Form S-1 filed on April 1, 1994 (File
No. 33-77202).
10.3 Master Lease Agreement, dated April 30,
1993, between the Company and Aberlyn
Capital Management and its Affiliate,
Aberlyn............................................... Incorporated by reference to Exhibit 10.3
to the Registrant's registration statement
on Form S-1 filed on April 1, 1994 (File
No. 33-77202).
10.4 Purchase and Sale Agreement, as amended,
for 129 Reservoir Road, Vernon,
Connecticut, dated October 28, 1994,
between the Company and Victor and
Margaret DeMattia..................................... Incorporated by reference to Exhibit 10.4
to the Registrant's Annual Report on Form
10-K filed on March 30, 1995 (File No.
0-24128).
10.5 Lease, dated March 11, 1994, between the
Company and Thomas D. Buccino d/b/a The
Mill Works............................................ Incorporated by reference to Exhibit 10.5
to the Registrant's registration statement
on Form S-1 filed on April 1, 1994 (File
No. 33-77202).
10.6 Marketing and Distribution Agreement dated
March 16, 1995, between the Company and
Allegiance............................................ Incorporated by reference to Exhibit 10.6
to the Registrant's Amendment No. 2 to
Annual Report on Form 10-K filed on June
30, 1995 (File No. 0-24128).
10.7 1991 Long-Term Incentive Plan......................... Incorporated by reference to Exhibit 10.7
to the Registrant's Amendment No. 2 to
Annual Report on Form 10-K filed on June
30, 1995 (File No. 0-24128).
10.8 Stock Warrant granted by the Company to
Ronald A. Haverl...................................... Incorporated by reference to Exhibit 10.8
to the Registrant's Amendment No. 2 to
Annual Report on Form 10-K filed on June
30, 1995 (File No. 0-24128).
10.9 Stock Warrant granted by the Company to
Carl R. Sahi.......................................... Incorporated by reference to Exhibit 10.9
to the Registrant's Amendment No. 2 to
Annual Report on Form 10-K filed on June
30, 1995 (File No. 0-24128).

</TABLE>

13
<PAGE> 17
<TABLE>
<S> <C> <C>
10.10 Stock Warrant granted by the Company to
Ronald A. Haverl...................................... Incorporated by reference to Exhibit 10.10
to the Registrant's Amendment No. 2 to
Annual Report on Form 10-K filed on June
30, 1995 (File No. 0-24128).
10.11 Stock Warrant granted by the Company to
Carl R. Sahi.......................................... Incorporated by reference to Exhibit 10.11
to the Registrant's Amendment No. 2 to
Annual Report on Form 10-K filed on June
30, 1995 (File No. 0-24128).
10.12 Master Equipment Lease Agreement dated as
of March 8, 1995, between the Company and
Financing for Science International, Inc.............. Incorporated by reference to Exhibit 10.12
to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended on June
30, 1995 (File No. 0-24128).
10.13 1995 Non-Employee Directors' Stock Option
Plan.................................................. Incorporated by reference to Exhibit 10.13
to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended on June
30, 1995 (File No. 0-24118).
10.14 Note and Warrant Purchase Agreement, Form
of Private Placement Note, Security
Agreement, and Form of Warrant........................ Incorporated by reference to Exhibit 10.14
to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended on June
30, 1995 (File No. 0-24128).
10.15 Letter Agreement with Aberlyn Capital
Management Limited Partnership........................ Incorporated by reference to Exhibit 10.15
to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended on June
30, 1995 (File No. 0-24128).
10.16 Employment Agreement dated January 13,
1997 between the Company and Lucio
Improta............................................... Incorporated by reference to Exhibit 10.15
to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended on March
31, 1997 (File No. 0-24128).
10.17 Term Sheet dated August 1, 1997
describing arrangement between the Company
and Ronald Haverl..................................... Filed with this amendment.

23 Consent of Mahoney, Sabol & Company,
LLP................................................... Filed with this amendment.

23 a Consent of Price Waterhouse LLP....................... Filed with this amendment.

27 Financial Data Schedule............................... Filed with this report.

10.10 Stock Warrant granted by the Company to

</TABLE>

14
<PAGE> 18
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

BIO-PLEXUS, INC.
(REGISTRANT)

By: /s/ RICHARD L. HIGGINS
----------------------------
Richard L. Higgins
President, Chief Executive Officer
and Director

Dated: April 30, 1998

15
<PAGE> 19
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION METHOD OF FILING
- -------- ------------------------------------------------------ ----------------------------------------------------

<S> <C> <C>
1.1 Form of Underwriting Agreement between
Advest, Inc. and the Company ......................... Incorporated by reference to Exhibit 1.1
to the Registrant's registration statement
on Form S-1 filed on April 1, 1994 (File
No. 33-77202).
1.2 Form of Advest, Inc. Warrant ......................... Incorporated by reference to Exhibit 1.2
to the Registrant's registration statement
on Form S-1 filed on April 1, 1994 (File
No. 33-77202).
1.3 Form of Advest, Inc. Registration Rights
Agreement ............................................ Incorporated by reference to Exhibit 1.3
to the Registrant's registration statement
on Form S-1 filed on April 1, 1994 (File
No. 33-77202).
1.4 Form of Underwriting Agreement among
Advest, Inc. as representative of the
several underwriters named therein and the
Company .............................................. Incorporated by reference to Exhibit 1.1
to the Registrant's Amendment No. 2 to the
registration statement on Form S-1 filed
on September 15, 1995 (File No. 33-95554).
3.1 Certificate of Incorporation of the
Company, as amended .................................. Incorporated by reference to Exhibit 3.1
to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30,
1997 (File No. 0-24128).
3.2 Bylaws of the Company, as amended..................... Filed with this report.

4.1 Loan Agreement, dated January 7, 1992,
between the Company and CII........................... Incorporated by reference to Exhibit 4.1
to the Registrant's registration statement
on Form S-1 filed on April 1, 1994 (File
No. 33-77202).
4.2 Loan Agreement dated July 27, 1993,
between the Company and the CDA....................... Incorporated by reference to Exhibit 4.2
to the Registrant's registration statement
on Form S-1 filed on April 1, 1994 (File
No. 33-77202).
4.3 Form of Unsecured Term Notes with
Detachable Warrants to Purchase Common
Stock................................................. Incorporated by reference to Exhibit 10.4
to the Registrant's registration statement
on Form S-1 filed on April 1, 1994 (File
</TABLE>

16
<PAGE> 20
<TABLE>
<S> <C> <C>
No. 33-77202).

4.4 Loan Agreement, dated March 7, 1995,
between the Company and the CDA...................... Incorporated by reference to Exhibit 4.4
to the Registrant's Annual Report on Form
10-K filed on March 30, 1995 (File No.
0-24128).
4.4a Letter agreement dated March 31, 1997
between the Company and CDA.......................... Incorporated by reference to Exhibit 4.4a
to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended on March
31, 1997 (File No. 0-24128).
4.5 Promissory Note, dated October 28, 1994,
between the Company and Victor and
Margaret DeMattia.................................... Incorporated by reference to Exhibit 4.5
to the Registrant's Annual Report on Form
10-K filed on March 30, 1995 (File No.
0-24128).
4.6 Offshore Convertible Securities
Subscription Agreement dated January 30,
1997 between the Company and Shepherd
Investments International Ltd., as amended
by Letter agreement dated March 25, 1997,
and as further amended by Letter agreement
dated April 16, 1997................................. Incorporated by reference to Exhibit 4.6
to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended on March
31, 1997 (File No. 0-24128).
4.6a Letter agreement between the Company and
Ronald A. Haverl and Carl R. Sahi
regarding voting of Class A Common
Stock................................................ Incorporated by reference to Exhibit 4.6
to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended on June
30, 1997 (File No. 0-24128).
10.1 Lease, dated March 7, 1989, between the
Company and T&S Limited Partnership, as
amended.............................................. Incorporated by reference to Exhibit 10.1
to the Registrant's registration statement
on Form S-1 filed on April 1, 1994 (File
No. 33-77202).
10.2 Royalty Agreement, dated November 6, 1989,
between the Company and CII, as amended... .......... Incorporated by reference to Exhibit 10.2
to the Registrant's registration statement
on Form S-1 filed on April 1, 1994 (File
No. 33-77202).
10.3 Master Lease Agreement, dated April 30,
1993, between the Company and Aberlyn
Capital Management and its Affiliate,
Aberlyn.............................................. Incorporated by reference to Exhibit 10.3
to the Registrant's registration statement
on Form S-1 filed on April 1, 1994 (File
</TABLE>

17
<PAGE> 21
<TABLE>
<S> <C> <C>
No. 33-77202).

10.4 Purchase and Sale Agreement, as amended,
for 129 Reservoir Road, Vernon,
Connecticut, dated October 28, 1994,
between the Company and Victor and
Margaret DeMattia.................................... Incorporated by reference to Exhibit 10.4
to the Registrant's Annual Report on Form
10-K filed on March 30, 1995 (File No.
0-24128).
10.5 Lease, dated March 11, 1994, between the
Company and Thomas D. Buccino d/b/a The
Mill Works........................................... Incorporated by reference to Exhibit 10.5
to the Registrant's registration statement
on Form S-1 filed on April 1, 1994 (File
No. 33-77202).
10.6 Marketing and Distribution Agreement dated
March 16, 1995, between the Company and
Allegiance........................................... Incorporated by reference to Exhibit 10.6
to the Registrant's Amendment No. 2 to
Annual Report on Form 10-K filed on June
30, 1995 (File No. 0-24128).

10.7 1991 Long-Term Incentive Plan........................ Incorporated by reference to Exhibit 10.7
to the Registrant's Amendment No. 2 to
Annual Report on Form 10-K filed on June
30, 1995 (File No. 0-24128).
10.8 Stock Warrant granted by the Company to
Ronald A. Haverl..................................... Incorporated by reference to Exhibit 10.8
to the Registrant's Amendment No. 2 to
Annual Report on Form 10-K filed on June
30, 1995 (File No. 0-24128).
10.9 Stock Warrant granted by the Company to
Carl R. Sahi......................................... Incorporated by reference to Exhibit 10.9
to the Registrant's Amendment No. 2 to
Annual Report on Form 10-K filed on June
30, 1995 (File No. 0-24128).
10.10 Stock Warrant granted by the Company to
Ronald A. Haverl..................................... Incorporated by reference to Exhibit 10.10
to the Registrant's Amendment No. 2 to
Annual Report on Form 10-K filed on June
30, 1995 (File No. 0-24128).
10.11 Stock Warrant granted by the Company to
Carl R. Sahi......................................... Incorporated by reference to Exhibit 10.11
to the Registrant's Amendment No. 2 to
Annual Report on Form 10-K filed on June
30, 1995 (File No. 0-24128).
10.12 Master Equipment Lease Agreement dated as
of March 8, 1995, between the Company and
Financing for Science International, Inc....... ..... Incorporated by reference to Exhibit 10.12
to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended on June
30, 1995 (File No. 0-24128).
</TABLE>

18
<PAGE> 22
<TABLE>
<S> <C> <C>
10.13 1995 Non-Employee Directors' Stock Option
Plan................................................. Incorporated by reference to Exhibit 10.13
to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended on June
30, 1995 (File No. 0-24118).
10.14 Note and Warrant Purchase Agreement, Form
of Private Placement Note, Security
Agreement, and Form of Warrant....................... Incorporated by reference to Exhibit 10.14
to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended on June
30, 1995 (File No. 0-24128).
10.15 Letter Agreement with Aberlyn Capital
Management Limited Partnership....................... Incorporated by reference to Exhibit 10.15
to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended on June
30, 1995 (File No. 0-24128).
10.16 Employment Agreement dated January 13,
1997 between the Company and Lucio
Improta.............................................. Incorporated by reference to Exhibit 10.15
to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended on March
31, 1997 (File No. 0-24128).
10.17 Term Sheet dated August 1, 1997
describing arrangement between the Company
and Ronald Haverl.................................... Filed with this amendment.

23 Consent of Mahoney, Sabol & Company,
LLP.................................................. Filed with this amendment.

23 a Consent of Price Waterhouse LLP.............. ....... Filed with this amendment.

27 Financial Data Schedule.............................. Filed with this report.
</TABLE>

<PAGE> 1
EXHIBIT 10.17

RONALD A. HAVERL

TERM SHEET

The following is a summary of the terms of an arrangement between
Bio-Plexus, Inc. (the "Company") and Ronald A. Haverl during the next several
months.

1. Resignation - Effective August 1, 1997, Haverl will resign as
Chief Executive Officer ("CEO") of the Company. He will also
resign from his position as Treasurer. Upon such resignation
he will cease to be an employee of the Company. He will
continue as a director of the Company and the Chairman of the
Board of Directors.

2. Severance - Haverl will receive a severance payment of
$200,000 less adjustments. The adjustments are:

(i) $85,199 for Haverl's outstanding
debt to the Company (including
interest); and

(ii) $7,500 for the cost of terminating
the lease on Haverl's company car.

The balance of the severance amount ($107,301) will be paid in
twelve equal monthly installments of $8,941.75. The
installments will be paid on the first day of each month
commencing August 1, 1997. Payment of the severance amounts is
contingent upon Haverl's providing consulting services as set
forth below.

3. Consulting Arrangement - Upon his resignation as an employee
of the Company, Haverl will become a consultant to the
Company.

a. Duties: Haverl will be a management consultant to the
Company. He will be available to the Company on an as
needed basis.

b. Compensation: Haverl will be paid at the rate of
$1,000 per day (or any part thereof) during the
consulting period for any day he is called upon to
provide services.
<PAGE> 2
c. Benefits: Haverl will continue to participate in the
Company's medical plan, at Haverl's expense, in
accordance with the terms and conditions of such
plan.

d. Term: The consulting period will commence on October
1, 1997 and end September 30, 1998, subject to
extension upon mutual agreement of Haverl and the
Company. In the period between August 1, 1997 and
September 30, 1997, Haverl will provide consulting
services to the Company, during normal business
hours, as requested by the Chief Executive Officer
without charge.

e. Termination: Either the Company or Haverl may
terminate the consulting arrangement upon thirty days
notice. If the Company terminates the arrangement for
any reason other than cause, Haverl will continue to
receive the severance payments as provided above. If
Haverl terminates the arrangement for any reason
other than a breach by the Company, all severance
payments to him will cease.

f. Non-Competition: Haverl may not compete with the
Company during the term of the consulting period.

g. Confidentiality: Haverl will be bound by customary
confidentiality provisions.

4. Extension of Warrants - The Company will extend the term of
certain warrants issued to Haverl which expire on September
19, 1997 until September 19, 1998. The exercise price ($6.00
per share) will not be changed.

5. Services as the Chairman of the Board of Directors

a. Duties: Haverl will:

(i) Set a regular schedule for Board
meetings with advanced notice to the
Board members.

(ii) Set the agenda in conjunction with
the Chief Executive Officer for each
Board meeting with mailing to the
Board members at least two weeks
before the meeting date. Company
office personnel will assist in
secretarial matters.

(iii) Refer all inquiries about the
Company to the Chief Executive
Officer and the Stock Holder
Relations Department.

-2-
<PAGE> 3
(iv) Support the Chief Executive Officer
in the effort to enhance stockholder
returns on investment.

(v) Perform any other additional duties
as assigned by the Board of
Directors.

b. Compensation: Haverl will receive the normal
Director's compensation of $2,500 per calendar
quarter commencing with the last quarter of 1997.

-3-

<PAGE> 1
EXHIBIT 23

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-80921) of Bio-Plexus, Inc. of our report dated
April 9, 1998 appearing on page F-2 of the Annual Report on Form 10-K filed
with the Securities and Exchange Commission on April 13, 1998.

/s/ Mahoney, Sabol & Company, LLP
Mahoney, Sabol & Company, LLP

Hartford, Connecticut
April 30, 1998

<PAGE> 1
Exhibit 23a

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-80921) of Bio-Plexus, Inc. of our report dated
April 11, 1997 appearing on page F-3 of the Annual Report on Form 10-K/A.

/s/ Price Waterhouse LLP

Price Waterhouse LLP
Hartford, Connecticut
April 30, 1998