FORM 10-K/A
(Amendment No. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(Mark One)

	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2001

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from_________________to

Commission File No. 000-30549

GENOMIC SOLUTIONS INC.
(Exact name of registrant as specified in its charter)

State of Delaware	38-3383038
State of Incorporation	I.R.S. Employer I.D. No.

4355 Varsity Drive
Ann Arbor, Michigan 48108
(734) 975-4800
(Address of principal executive offices and telephone number)

Securities Registered Pursuant to Section 12(b) of the Act:
None

Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.001 Per Share

TABLE OF CONTENTS

EXPLANATORY NOTE:  This Amendment No. 2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (the “Form 10-K”) is filed to amend the cover page of the Form 10-K to correct the number of shares issued and outstanding as of March 12, 2002 and to correct the aggregate market value of the Registrant’s common stock held by non-affiliates as of that date, as follows:

As of March 12, 2002, the aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant was approximately $33,490,212, determined in accordance with the highest price at which the stock was sold on such date as reported by the Nasdaq National Market.

As of March 12, 2002, there were 31,169,583 shares of the Registrant’s common stock issued and outstanding.

EXPLANATORY NOTE 2: This Amendment No. 2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (the “Form 10-K”) is filed to amend the cover page of Amendment No. 1 to Form 10-K to correct the number of shares issued and outstanding as of April 25, 2002 and to correct the aggregate market value of the Registrant’s common stock held by non-affiliates as of that date as follows:

As of April 25, 2002, the aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant was approximately $22,402,767, determined in accordance with the highest price at which the stock was sold on such date as reported by the Nasdaq National Market.

As of April 25, 2002, there were 31,179,983 shares of the Registrant’s common stock issued and outstanding.

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Security Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A-2 report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:     May 13, 2002

GENOMIC SOLUTIONS INC.

By: /s/ Jeffrey S. Williams
Jeffrey S. Williams, President and
Chief Executive Officer

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