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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933


                          BIOSOURCE INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)


            DELAWARE                                            77-0340829
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                              542 FLYNN ROAD 93012
                        CAMARILLO, CALIFORNIA (Zip Code)
                    (Address of Principal Executive Offices)


                           NON-STATUTORY STOCK OPTIONS
                            2000 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                             LEONARD M. HENDRICKSON
                      CHIEF EXECUTIVE OFFICER AND PRESIDENT
                                 542 FLYNN ROAD
                           CAMARILLO, CALIFORNIA 93012
                                 (805) 987-0086
 (Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                          Copies of communications to:
                             SCOTT W. ALDERTON, ESQ.
                          EMERGING GROWTH LAW GROUP, PC
                             19687 LOS ALIMOS STREET
                          CHATSWORTH, CALIFORNIA 91311
                                 (818) 366-5533

                         CALCULATION OF REGISTRATION FEE



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

Common Stock,
 par value
$.001 per share    2,000,000 shares     $5.95 (2)    $11,900,000        $1,095
--------------------------------------------------------------------------------

Common Stock,
 par value
$.001 per share      280,000 shares     $5.19        $ 1,453,200          $134
--------------------------------------------------------------------------------

(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Registrant's   Common  Stock  that  become  issuable  under  the  BioSource
     International,  Inc. 2000 Non-Qualified  Stock Option Plan described herein
     (the  "Plan"),  or  pursuant  to the Option  issued to the Chief  Executive
     Officer  described  herein,  by reason of any stock dividend,  stock split,
     recapitalization  or any other  similar  transaction  effected  without the
     Registrant's  receipt of  consideration  that results in an increase in the
     number of the Registrant's outstanding shares of Common Stock.

(2)  Calculated  solely for the purposes of this  offering  under Rule 457(h) of
     the  Securities Act of 1933 on the basis of the average of the high and low
     selling  prices per share of the  Registrant's  Common Stock as reported by
     the Nasdaq National Market System on March 27, 2002.



<PAGE>



                                     PART I*


                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS


ITEM 1. PLAN INFORMATION.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     *    Information  required by Part I to be contained  in the Section  10(a)
          prospectus  is omitted from the  Registration  Statement in accordance
          with Rule 428 under the  Securities  Act of 1933, as amended,  and the
          Note to Part I of Form S-8.


                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents  filed by the  Registrant  with the Commission are
incorporated herein by reference:

     (a)  The Registrant's Annual Report on Forms 10-K for the fiscal year ended
          December 31, 2001;

     (b)  The  Registrant's  Current Report on Form 8-K, filed by the Registrant
          on February 20, 2002;

     (c)  The  description  of the Common Stock  contained  in the  Registrant's
          Registration  Statement  on  Form  SB-2,  as  amended,  filed  by  the
          Registrant on May 30, 1996 pursuant to Section 12 of the Exchange Act.

     (d)  All documents  subsequently  filed by Registrant  pursuant to Sections
          13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934,
          prior to the filing of a post-effective amendment which indicates that
          all  securities  offered  have  been  sold or  which  deregisters  all
          securities then remaining  unsold,  shall be deemed to be incorporated
          by reference in this Registration Statement and to be part hereof from
          the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     The  securities  to be  offered  are  registered  under  Section  12 of the
Exchange Act of 1934.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.


                                       2


<PAGE>


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware  General  Corporation  Law provides in relevant
part that a corporation  may indemnify any person who was or is a party to or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact that such  person is or was a director,  officer,  employee or agent of the
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually and reasonably  incurred by such person in connection  with
such  action,  suit or  proceeding  if such person  acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests  of the  corporation,  and with  respect  to any  criminal  action  or
proceeding,  had no  reasonable  cause to  believe  such  person's  conduct  was
unlawful.

     In addition,  Section 145 provides  that a  corporation  may  indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise  against  expenses  (including  attorneys'  fees) actually and
reasonably  incurred by such person in connection with the defense or settlement
of such action or suit if such  person  acted in good faith and in a manner such
person reasonably  believed to be in or not opposed to the best interests of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable to the corporation  unless and only to the extent that the Delaware Court
of  Chancery  or the  court in which  such  action  or suit  was  brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses  which the Delaware Court of Chancery or
such other court shall deem proper.  Delaware law further  provides that nothing
in the above-described  provisions shall be deemed exclusive of any other rights
to  indemnification  or  advancement  of  expenses  to which any  person  may be
entitled  under any bylaw,  agreement,  vote of  stockholders  or  disinterested
directors or otherwise.

     Article VIII of the Registrant's  Certificate of Incorporation provides for
the  indemnification  of  directors  to the  fullest  extent  permissible  under
Delaware law.

     Article V of the Registrant's  Bylaws provides for the  indemnification  of
officers, directors and third parties acting on behalf of the Registrant if such
person acted in good faith and in a manner reasonably  believed to be in and not
opposed  to the best  interest  of the  Registrant,  and,  with  respect  to any
criminal action or proceeding,  the  indemnified  party had no reason to believe
his or her conduct was unlawful.

     The  Registrant  has  entered  into  indemnification  agreements  with  its
directors and executive officers, in addition to indemnification provided for in
the Registrant's  Bylaws, and intends to enter into  indemnification  agreements
with any new directors and executive officers in the future.

     In addition,  the Registrant has purchased  insurance pursuant to which its
directors  and officers are insured  against  liability  which they may incur in
their capacity as such.


                                       3


<PAGE>


     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

 4.1    BioSource International, Inc. 2000 Non-Qualified Stock Option Plan. (1)

 4.2    Non-Statutory  Stock Option  Agreement, dated  October 1, 2001,  by and
        between registrant and Leonard M. Hendrickson.

 5.1    Opinion of the Emerging Growth Law Group, PC.

23.1    Consent of KPMG LLP, Independent Auditors.

23.2    Consent of the Emerging Growth Law Group, PC (included in Exhibit 5.1).

24.1    Power of Attorney (included on signature page).
------------

(1)  Incorporated  by reference to the Company's  definitive  proxy statement as
     filed with the Securities and Exchange Commission on May 16, 2000.

ITEM 9. UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective  amendment to this registration statement:
               (i) to include any prospectus required by section 10(a)(3) of the
               Securities  Act of 1933;  (ii) to reflect in the  prospectus  any
               facts  or  events   arising  after  the  effective  date  of  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  or  any
               material   change  to  such   information  in  the   registration
               statement;  provided,  however,  that  paragraphs  (a)(1)(i)  and
               (a)(1)(ii)  do  not  apply  if  the  information  required  to be
               included in a  post-effective  amendment by those  paragraphs  is
               contained in periodic reports filed by the Registrant pursuant to
               Section 13 or Section  15(d) of the  Securities  Exchange  Act of
               1934  that are  incorporated  by  reference  in the  registration
               statement.


                                       4


<PAGE>


          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities  Act,  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 this offering.

     (b)  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
          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.

     (c)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities  Act of 1933 may be  permitted  to  directors,  officers or
          controlling  persons  of the  Registrant  pursuant  to  the  foregoing
          provisions,  or otherwise, the Registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against  public policy as expressed in the  Securities  Act of 1933
          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 Securities Act of 1933
          and will be governed by the final adjudication of such issue.


                                       5


<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Camarillo, State of California on March 28, 2002.

                                      BIOSOURCE INTERNATIONAL INC.
                                      (Registrant)


                                      By:  /s/ Leonard M. Hendrickson
                                           -------------------------------------
                                           Leonard M. Hendrickson
                                           Chief Executive Officer and President


                                POWER OF ATTORNEY

     Each person whose signature  appears below constitutes and appoints Leonard
M.  Hendrickson  as 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 or all amendments to this Registration Statement on Form
S-8,  and to file the same,  with all  exhibits  thereto and other  documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
foregoing,  as  fully to all  intents  and  purposes  as he might or could do in
person, and hereby ratifying and confirming all that said  attorney-in-fact  and
agent,  or his  substitute,  may  lawfully  do or cause to be done by the 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 and on the dates indicated.


        Signature                       Title                         Date
--------------------------------------------------------------------------------


                                 President, Chief
/s/ Leonard M. Hendrickson       Executive Officer and            March 28, 2002
----------------------------     Director (Principal
  Leonard M. Hendrickson         Executive Officer)



    /s/ Charles C. Best          Chief Financial Officer          March 28, 2002
----------------------------     (Principal Financial and
     Charles C. Best             Accounting Officer)


                                                                  March 28, 2002
 /s/ Jean-Pierre L. Conte        Chair of the Board of
----------------------------     Directors
   Jean-Pierre L. Conte



    /s/ David J. Moffa           Director                         March 28, 2002
----------------------------
   David J. Moffa, Ph.D



 /s/ John R. Overturf, Jr.       Director                         March 28, 2002

----------------------------
  John R. Overturf, Jr.


                                       6


<PAGE>




   /s/ Robert D. Weist           Director                         March 28, 2002
----------------------------
     Robert D. Weist



   /s/ Robert Weltman            Director                         March 28, 2002
----------------------------
      Robert Weltman


                                       7


<PAGE>



                                  EXHIBIT INDEX


Exhibit No.                               Description
-----------       --------------------------------------------------------------


    4.1           BioSource International, Inc. 2000 Non-Qualified Stock Option
                  Plan. (1)

    4.2           Non-Statutory Stock Option Agreement, dated October 1, 2001,
                  by and between registrant and Leonard M. Hendrickson.

    5.1           Opinion of the Emerging Growth Law Group, PC.

   23.1           Consent of KPMG LLP, Independent Auditors.

   23.2           Consent of the Emerging Growth Law Group, PC (included in
                  Exhibit 5.1).

   24.1           Power of Attorney (included on signature page).
------------

(1)  Incorporated  by reference to the Company's  definitive  proxy statement as
     filed with the Securities and Exchange Commission on May 16, 2000.


                                       8
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{"company-data": {"conformed-name": "BIOSOURCE INTERNATIONAL INC", "cik": "0000860451", "assigned-sic": "2835", "irs-number": "770340829", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85200", "film-number": "02593882"}, "business-address": {"street1": "542 FLYNN ROAD", "city": "CAMARILLO", "state": "CA", "zip": "93012", "phone": "8059870086"}, "mail-address": {"street1": "542 FLYNN ROAD", "city": "CAMARILLO", "state": "CA", "zip": "93012"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                          BIOSOURCE INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                            77-0340829
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                              542 FLYNN ROAD 93012
                        CAMARILLO, CALIFORNIA (Zip Code)
                    (Address of Principal Executive Offices)

                           NON-STATUTORY STOCK OPTIONS
                            2000 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                             LEONARD M. HENDRICKSON
                      CHIEF EXECUTIVE OFFICER AND PRESIDENT
                                 542 FLYNN ROAD
                           CAMARILLO, CALIFORNIA 93012
                                 (805) 987-0086
 (Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                          Copies of communications to:
                             SCOTT W. ALDERTON, ESQ.
                          EMERGING GROWTH LAW GROUP, PC
                             19687 LOS ALIMOS STREET
                          CHATSWORTH, CALIFORNIA 91311
                                 (818) 366-5533

                         CALCULATION OF REGISTRATION FEE

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

Common Stock,
 par value
$.001 per share    2,000,000 shares     $5.95 (2)    $11,900,000        $1,095
--------------------------------------------------------------------------------

Common Stock,
 par value
$.001 per share      280,000 shares     $5.19        $ 1,453,200          $134
--------------------------------------------------------------------------------

(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Registrant's   Common  Stock  that  become  issuable  under  the  BioSource
     International,  Inc. 2000 Non-Qualified  Stock Option Plan described herein
     (the  "Plan"),  or  pursuant  to the Option  issued to the Chief  Executive
     Officer  described  herein,  by reason of any stock dividend,  stock split,
     recapitalization  or any other  similar  transaction  effected  without the
     Registrant's  receipt of  consideration  that results in an increase in the
     number of the Registrant's outstanding shares of Common Stock.

(2)  Calculated  solely for the purposes of this  offering  under Rule 457(h) of
     the  Securities Act of 1933 on the basis of the average of the high and low
     selling  prices per share of the  Registrant's  Common Stock as reported by
     the Nasdaq National Market System on March 27, 2002.
PART I*

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     *    Information  required by Part I to be contained  in the Section  10(a)
          prospectus  is omitted from the  Registration  Statement in accordance
          with Rule 428 under the  Securities  Act of 1933, as amended,  and the
          Note to Part I of Form S-8.

                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents  filed by the  Registrant  with the Commission are
incorporated herein by reference:

     (a)  The Registrant's Annual Report on Forms 10-K for the fiscal year ended
          December 31, 2001;

     (b)  The  Registrant's  Current Report on Form 8-K, filed by the Registrant
          on February 20, 2002;

     (c)  The  description  of the Common Stock  contained  in the  Registrant's
          Registration  Statement  on  Form  SB-2,  as  amended,  filed  by  the
          Registrant on May 30, 1996 pursuant to Section 12 of the Exchange Act.

     (d)  All documents  subsequently  filed by Registrant  pursuant to Sections
          13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934,
          prior to the filing of a post-effective amendment which indicates that
          all  securities  offered  have  been  sold or  which  deregisters  all
          securities then remaining  unsold,  shall be deemed to be incorporated
          by reference in this Registration Statement and to be part hereof from
          the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     The  securities  to be  offered  are  registered  under  Section  12 of the
Exchange Act of 1934.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

                                       2
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware  General  Corporation  Law provides in relevant
part that a corporation  may indemnify any person who was or is a party to or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact that such  person is or was a director,  officer,  employee or agent of the
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually and reasonably  incurred by such person in connection  with
such  action,  suit or  proceeding  if such person  acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests  of the  corporation,  and with  respect  to any  criminal  action  or
proceeding,  had no  reasonable  cause to  believe  such  person's  conduct  was
unlawful.

     In addition,  Section 145 provides  that a  corporation  may  indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise  against  expenses  (including  attorneys'  fees) actually and
reasonably  incurred by such person in connection with the defense or settlement
of such action or suit if such  person  acted in good faith and in a manner such
person reasonably  believed to be in or not opposed to the best interests of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable to the corporation  unless and only to the extent that the Delaware Court
of  Chancery  or the  court in which  such  action  or suit  was  brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses  which the Delaware Court of Chancery or
such other court shall deem proper.  Delaware law further  provides that nothing
in the above-described  provisions shall be deemed exclusive of any other rights
to  indemnification  or  advancement  of  expenses  to which any  person  may be
entitled  under any bylaw,  agreement,  vote of  stockholders  or  disinterested
directors or otherwise.

     Article VIII of the Registrant's  Certificate of Incorporation provides for
the  indemnification  of  directors  to the  fullest  extent  permissible  under
Delaware law.

     Article V of the Registrant's  Bylaws provides for the  indemnification  of
officers, directors and third parties acting on behalf of the Registrant if such
person acted in good faith and in a manner reasonably  believed to be in and not
opposed  to the best  interest  of the  Registrant,  and,  with  respect  to any
criminal action or proceeding,  the  indemnified  party had no reason to believe
his or her conduct was unlawful.

     The  Registrant  has  entered  into  indemnification  agreements  with  its
directors and executive officers, in addition to indemnification provided for in
the Registrant's  Bylaws, and intends to enter into  indemnification  agreements
with any new directors and executive officers in the future.

     In addition,  the Registrant has purchased  insurance pursuant to which its
directors  and officers are insured  against  liability  which they may incur in
their capacity as such.

                                       3
Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

 4.1    BioSource International, Inc. 2000 Non-Qualified Stock Option Plan. (1)

 4.2    Non-Statutory  Stock Option  Agreement, dated  October 1, 2001,  by and
        between registrant and Leonard M. Hendrickson.

 5.1    Opinion of the Emerging Growth Law Group, PC.

23.1    Consent of KPMG LLP, Independent Auditors.

23.2    Consent of the Emerging Growth Law Group, PC (included in Exhibit 5.1).

24.1    Power of Attorney (included on signature page).
------------

(1)  Incorporated  by reference to the Company's  definitive  proxy statement as
     filed with the Securities and Exchange Commission on May 16, 2000.

ITEM 9. UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective  amendment to this registration statement:
               (i) to include any prospectus required by section 10(a)(3) of the
               Securities  Act of 1933;  (ii) to reflect in the  prospectus  any
               facts  or  events   arising  after  the  effective  date  of  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  or  any
               material   change  to  such   information  in  the   registration
               statement;  provided,  however,  that  paragraphs  (a)(1)(i)  and
               (a)(1)(ii)  do  not  apply  if  the  information  required  to be
               included in a  post-effective  amendment by those  paragraphs  is
               contained in periodic reports filed by the Registrant pursuant to
               Section 13 or Section  15(d) of the  Securities  Exchange  Act of
               1934  that are  incorporated  by  reference  in the  registration
               statement.

                                       4
(2)  That,  for the purpose of  determining  any  liability  under the
               Securities  Act,  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 this offering.

     (b)  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
          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.

     (c)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities  Act of 1933 may be  permitted  to  directors,  officers or
          controlling  persons  of the  Registrant  pursuant  to  the  foregoing
          provisions,  or otherwise, the Registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against  public policy as expressed in the  Securities  Act of 1933
          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 Securities Act of 1933
          and will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Camarillo, State of California on March 28, 2002.

                                      BIOSOURCE INTERNATIONAL INC.
                                      (Registrant)

                                      By:  /s/ Leonard M. Hendrickson
                                           -------------------------------------
                                           Leonard M. Hendrickson
                                           Chief Executive Officer and President

                                POWER OF ATTORNEY

     Each person whose signature  appears below constitutes and appoints Leonard
M.  Hendrickson  as 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 or all amendments to this Registration Statement on Form
S-8,  and to file the same,  with all  exhibits  thereto and other  documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
foregoing,  as  fully to all  intents  and  purposes  as he might or could do in
person, and hereby ratifying and confirming all that said  attorney-in-fact  and
agent,  or his  substitute,  may  lawfully  do or cause to be done by the 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 and on the dates indicated.

        Signature                       Title                         Date
--------------------------------------------------------------------------------

                                 President, Chief
/s/ Leonard M. Hendrickson       Executive Officer and            March 28, 2002
----------------------------     Director (Principal
  Leonard M. Hendrickson         Executive Officer)

    /s/ Charles C. Best          Chief Financial Officer          March 28, 2002
----------------------------     (Principal Financial and
     Charles C. Best             Accounting Officer)

                                                                  March 28, 2002
 /s/ Jean-Pierre L. Conte        Chair of the Board of
----------------------------     Directors
   Jean-Pierre L. Conte

    /s/ David J. Moffa           Director                         March 28, 2002
----------------------------
   David J. Moffa, Ph.D

 /s/ John R. Overturf, Jr.       Director                         March 28, 2002

----------------------------
  John R. Overturf, Jr.

                                       6
/s/ Robert D. Weist           Director                         March 28, 2002
----------------------------
     Robert D. Weist

   /s/ Robert Weltman            Director                         March 28, 2002
----------------------------
      Robert Weltman

                                       7
EXHIBIT INDEX

Exhibit No.                               Description
-----------       --------------------------------------------------------------

    4.1           BioSource International, Inc. 2000 Non-Qualified Stock Option
                  Plan. (1)

    4.2           Non-Statutory Stock Option Agreement, dated October 1, 2001,
                  by and between registrant and Leonard M. Hendrickson.

    5.1           Opinion of the Emerging Growth Law Group, PC.

   23.1           Consent of KPMG LLP, Independent Auditors.

   23.2           Consent of the Emerging Growth Law Group, PC (included in
                  Exhibit 5.1).

   24.1           Power of Attorney (included on signature page).
------------

(1)  Incorporated  by reference to the Company's  definitive  proxy statement as
     filed with the Securities and Exchange Commission on May 16, 2000.

                                       8