As filed with the Securities and Exchange Commission on April 3, 2002
                 Registration No. 333-__________
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                     ______________________

                            FORM S-8
                              under
                   THE SECURITIES ACT OF 1933
                           BICO, INC.
     (Exact name of registrant as specified in its charter)

 Pennsylvania                    2890                         25-1229323
(State or other jurisdiction  (Primary Standard Industrial  (I.R.S. Employer
 of incorporation or           Classification  Code  Number) Identification
 organization)                                                  Number)

               2275 Swallow Hill Road, Bldg. 2500,
           Pittsburgh, Pennsylvania 15220 (412)429-0673
(Address, including zip code, and telephone number, including area code, of
  registrant's principal executive offices and principal place of business)

                  2001 Equity Compensation Plan
                      Consulting Agreement
                      (full title of plan)

             Fred E. Cooper, Chief Executive Officer
                           BICO, Inc.
 2275 Swallow Hill Road, Building 2500, Pittsburgh, Pennsylvania 15220
                         (412) 429-0673
    (Name, address, including zip code, and telephone number,
           including area code, of agent for service)
           ___________________________________________
                            Copy to:
                    Sweeney & Associates P.C.
        7300 Penn Avenue, Pittsburgh, Pennsylvania 15208
                         (412) 731-1000


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

Common Stock 100,000,000(2)  $.02        $2,000,000     $184.00

(1)  Calculated in accordance with Rule 457 of the Securities Act
     of 1933, as amended, and based upon the average of the high and
     low sales prices of common stock on the Electronic Bulletin Board
     on April 1, 2002.

(2)  Registered pursuant to a Consulting Agreement


PROSPECTUS

                           BICO, Inc.

               100,000,000 Shares of Common Stock

     This prospectus forms a part of a registration statement
that registers an aggregate of 100 million shares of BICO common
stock.  Those shares will be issued in connection with a
consulting agreement, which is an exhibit.

     When we issue the stock, the recipients may sell all or a
portion of the stock from time to time in the over-the-counter
market, in negotiated transactions, directly or through brokers
or otherwise, and at market prices prevailing at the time of such
sales or at negotiated prices.  We will not receive any proceeds
from sales by the selling stockholders.

     Our common stock trades on the electronic bulletin board
under the trading symbol "BIKO".

     OUR BUSINESS INVOLVES SIGNIFICANT RISKS.  YOU NEED TO REVIEW
THESE RISKS BEFORE YOU CONSIDER BUYING OUR COMMON STOCK.  THESE
RISKS ARE DESCRIBED UNDER THE CAPTION "RISK FACTORS" BEGINNING ON
PAGE 2.

     Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete.  If anyone tells you otherwise, it's a criminal
offense.

     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS
     PROSPECTUS.  WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU
     WITH INFORMATION THAT IS DIFFERENT.  WE ARE OFFERING TO SELL
     AND SEEKING OFFERS TO BUY SHARES OF OUR COMMON STOCK ONLY IN
     JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED.  THE
     INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS
     OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF
     DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF OUR COMMON
     STOCK.

  THE INFORMATION IN THIS PROSPECTUS ISN'T COMPLETE. IT MIGHT
CHANGE. WE'RE NOT ALLOWED TO SELL THE COMMON STOCK OFFERED BY
THIS PROSPECTUS UNTIL THE REGISTRATION STATEMENT WE HAVE FILED
WITH THE SEC BECOMES EFFECTIVE. THIS PROSPECTUS ISN'T AN OFFER TO
SELL OUR COMMON STOCK, AND WE ARE NOT SOLICITING OFFERS TO BUY
OUR COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT
ALLOWED.

          The date of this prospectus is April 3, 2002



               WHERE YOU CAN FIND MORE INFORMATION

     The securities laws require us to file reports and other
information.   All of our reports can be reviewed at the SEC's
web site, at www.sec.gov through the SEC's EDGAR database.   You
can also review and copy any report we file with the SEC at the
SEC's Public Reference Room, which is located at 450 Fifth
Street, N.W., Washington, D.C., or at the SEC's regional offices,
including the ones located at 601 Walnut Street, Curtis Center,
Suite 1005E, Philadelphia, PA 19106-3432; and 75 Park Place, New
York, NY.  You can also order copies for a fee from the SEC's
Public Reference section, at 450 Fifth Street, N.W.  Washington,
D.C. 20549.   Our stock trades on the electronic bulletin board.

     This prospectus omits certain information that is contained
either in the full registration statement, including exhibits, on
Form S-8, or in the reports we file with the SEC.  Our most
recent financial statements and other information regarding our
operations can be found in the reports listed below, and you
should review those reports along with this prospectus.

           OTHER IMPORTANT DOCUMENTS YOU SHOULD REVIEW

     Our latest financial statements, as well as other important
information, are contained in the following documents, all of
which are incorporated by reference to this prospectus.    The
SEC allows us to disclose important information to you by
referring to other documents.  We are also permitted to include
the following reports, which have been filed with the SEC, as
well as the reports we file with the SEC in the future, as part
of this prospectus, without copying the reports into the
prospectus.  This is known as incorporation by reference.    The
following documents are incorporated by reference:

   (a)  Our Annual Report on Form 10-K for the fiscal year ended
        December 31, 2001.

   (b)  Our Proxy Materials filed October 29, 2001.

     As long as this prospectus remains effective, all of our
subsequent filings with the SEC will also be incorporated by
reference.

     We will send you a copy of these documents if you ask for
them.  If you want to receive copies, please contact our
Shareholder Relations department at:  Shareholder Relations
Department, BICO, Inc., 2275 Swallow Hill Road, Building 2500,
2nd Floor, Pittsburgh, PA  15220, by telephone at 412-429-0673 or
by fax at 412-279-1367.

                          RISK FACTORS

     YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED IN THIS
SECTION BEFORE MAKING THE DECISION TO INVEST IN OUR STOCK.  YOU
SHOULD ALSO REFER TO THE OTHER INFORMATION IN THIS PROSPECTUS
INCLUDING OUR FINANCIAL STATEMENTS AND THE RELATED NOTES.  THE
RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE THOSE THAT WE
CURRENTLY BELIEVE MAY MATERIALLY AFFECT OUR COMPANY.  ADDITIONAL
RISKS AND UNCERTAINTIES THAT WE ARE UNAWARE OF OR THAT WE
CURRENTLY CONSIDER IMMATERIAL ALSO MAY BECOME IMPORTANT FACTORS
THAT AFFECT US.  AN INVESTMENT IN OUR STOCK IS A HIGH RISK
INVESTMENT, AND YOU SHOULD BE PREPARED TO SUFFER A LOSS OF YOUR
ENTIRE INVESTMENT.

     THIS PROSPECTUS ALSO CONTAINS FORWARD LOOKING STATEMENTS
THAT INVOLVE RISKS AND UNCERTAINTIES.  OUR ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD LOOKING
STATEMENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING THE RISKS
FACED BY US DESCRIBED BELOW AND ELSEWHERE IN THIS PROSPECTUS.

                  RISKS RELATED TO OUR BUSINESS

     WE HAVE A HISTORY OF LOSSES, WE EXPECT THAT LOSSES WILL
     CONTINUE TO INCREASE FOR THE FORSEEABLE FUTURE - AT LEAST
     THE NEXT SEVERAL YEARS - AND OUR INDEPENDENT ACCOUNTANTS
     HAVE EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO
     CONTINUE AS A GOING CONCERN.

     We have lost money in every period since we started our
current research and development projects - we had an accumulated
deficit of $254.7 million as of December 31, 2001 and $223.7
million as of December 31, 2000. We plan to invest heavily to
continue to develop our environmental and biomedical products and
to continue manufacturing and marketing of those products.  We've
also made investments in other companies because we thought they
would help us generate revenue - so far none have produced
revenue except for INTCO, which is part of our Petrol Rem
operations.    As a result, we expect to continue to lose money
for the foreseeable future - at least for the next several years
- and we expect that the losses will continue to increase.  We
cannot assure you that we will ever achieve or sustain
profitability or that our operating losses will not increase in
the future.  We have received a report from our independent
accountants containing an explanatory paragraph stating that our
historical losses and negative cash flows from operations raise
substantial doubt about our ability to continue as a going
concern.


     WE HAVE A LIMITED OPERATING HISTORY, NO SIGNIFICANT REVENUES
     AND LIMITED EXPERIENCE IN MARKETING THAT MAKES AN EVALUATION
     OF OUR BUSINESS DIFFICULT.

     Although we have been in business for years, we have
never generated any material revenue.  Our revenues have
increased during 2001 - by $4 million over our 2000 revenues -
but not enough to make any significant difference.   The majority
of our activities have been related to the research and
development of products.  Our current management team has limited
experience in manufacturing and marketing biomedical and
environmental products.  Therefore, our historical financial
information is of limited value in evaluating our future
operating results.

     Our target markets - the environmental and health care
markets - change rapidly, and we may not have the experience
necessary to successfully market our products.

     WE  MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO SUPPORT OUR
     OPERATIONS  AND  THAT  ADDITIONAL  FINANCING  MAY   NOT   BE
     AVAILABLE TO US.

     We won't receive any money if you buy the stock offered in
this prospectus - we are registering the stock for our
consultants, and they will get the money if you buy this stock.
Because we don't generate enough money from selling our products
or manufacturing products for other companies, we will need to
sell more securities - either convertible securities like the
preferred stock we discuss in this prospectus, or regular common
stock - in order to continue our business.    Even if we can sell
stock, and we can't assure you that we'll be successful, it may
not be enough to fund our operations until - and unless - we
become profitable.  We cannot quantify the specific amounts we
will need, since the research and development process is subject
to continuous change.  We will need to raise more capital to fund
our operations and our research and development projects, and we
may not be able to find financing when we need it.  If that
happens, we will not be able to continue operations long enough
to bring our products to market, or to market them long enough to
become profitable, and we will have to close some, or all, of our
projects.  Every time we raise money by selling our securities it
causes our existing investors to experience additional dilution.


     WE CANNOT BE SURE HOW LONG IT WILL TAKE TO BRING OUR
     PRODUCTS TO MARKET OR WHETHER THEY WILL EVER BECOME
     PROFITABLE.  WE HAVE ALREADY INVESTED OVER $45 MILLION ON
     PROJECTS, OTHER THAN OUR NONINVASIVE GLUCOSE SENSOR, THAT
     STILL HAVEN'T GENERATED ANY REVENUE.

     Our biomedical products, specifically the hyperthermia
treatment device and the noninvasive glucose sensor, are new
products that are not established in any market.    Our
hyperthermia treatment device is being used in over a dozen
health care institutions, and we hope that we will be able to
convince more institutions to use our device and buy the
disposables that go with it. Although we have started to market
the sensor in Europe, our revenues to date have been minimal -
only about $35,000.  We cannot market the sensor in the U.S.
until we receive FDA approval - and we don't know how much longer
that will take. Even when we are able to manufacture and sell
these devices, we don't know how long it will be before they
become profitable.

     So far, we have already invested over $45 million in various
projects, other than our noninvasive glucose sensor, including
the ViaCirq hyperthermia project, the Petrol Rem environmental
products, the American Inter-Metallics propellant enhancement
project, a metal-coating project and the Rapid HIV test project-
and we still don't have any material revenues from any of those
projects.   The only real revenue we generated at all has been
from the Petrol Rem products. Although Petrol Rem had gross
revenues of about $3.4 million in 2001, those Petrol Rem revenues
were primarily from INTCO - a subsidiary we acquired at the end
of 2000 for a total investment of approximately $1.25 million.
We borrowed money from INTCO's minority shareholder during the
4th quarter of 2001, and that loan is secured by our stock in
INTCO.  If we cannot repay the $500,000 loan when it's due in
April and June 2002, we could lose our INTCO stock.

     WE FACE SERIOUS COMPETITION, AND WE MAY NOT BE ABLE TO
     COMPETE EFFECTIVELY.  IF SOMEONE ELSE DEVELOPS A BETTER
     PRODUCT BEFORE WE DO, WE WON'T BE ABLE TO SELL OUR PRODUCTS
     OR MAKE ANY MONEY.

     The medical device industry and the environmental industry
are very competitive.  Other companies are developing
technologies and devices that will compete with ours.  These
other companies may be further along in their research and
development may be better capitalized, have more sophisticated
equipment and expertise and various other competitive advantages
compared to us.  These other companies may be able to bring their
products to market before we are able to enter the market, which
would have a serious negative impact on our ability to succeed.

     We believe our environmental products are unique in the way
they bioremediate oil spills, but they do compete against
existing oil spill clean up products.  Large, well-established
and well-funded companies own oil clean-up equipment and they use
products other than ours.  In order to compete effectively with
those existing companies, we will need to convince them that our
product is better for the environment and cost-effective for
them. So far, we have only made a little progress in that
direction; if we cannot ultimately convince them to use our
products, we will not be successful.

     Our hyperthermia device is a new technology, which will
compete against other, well-established forms of cancer
treatment.  If we cannot convince the medical community that our
product offers superior alternatives, we will not succeed with
that device. Many of the large biomedical companies are funding
research into noninvasive glucose measurement, and one of them
might beat us to the market.  Our sensor will also compete
against existing finger-prick technology, which is already well
established.  If we cannot convince diabetics that our device is
superior, we will not be able to sell our sensor.


     OUR PRODUCTS ARE THE TYPE THAT CAN BECOME OBSOLETE, AND NO
     LONGER COMPETITIVE.  IF THEY BECOME OBSOLETE, WE CAN'T SELL
     THEM.

     Both the medical device and environmental industries are
subject to rapid technological innovation and change.  Although
we are not currently aware of any new product or technology that
would make our products obsolete, it is always possible.  Future
technological developments could make our products significantly
less competitive or even no longer marketable.

     OUR PATENTS ARE IMPORTANT TO US - IF OUR PATENTS ARE
     CHALLENGED OR INFRINGED UPON, WE MIGHT NOT BE ABLE TO AFFORD
     TO FIGHT FOR THEM.  IF WE CAN'T PROTECT OUR PATENTS, WE
     WON'T BE ABLE TO SELL OUR PRODUCTS SUCCESSFULLY.

     We hold patents on many of our products, as well as
trademarks on the names of our products and procedures.  We try
to file patent applications when we believe they are necessary,
both in the U.S. and in foreign countries where we seek to do
business.  However, we cannot assure you that future patents will
be granted, or that our existing patents will not be challenged
or circumvented by a competitor.  If any of our critical patents
are challenged, or if someone accuses us of infringing upon their
patents, it would be expensive and time-consuming to defend those
charges, and our projects could be delayed.  Similarly, if
someone else infringes upon one of our patents, it would be
expensive and distracting for us to challenge them.

     If our patents are challenged or infringed upon, we might
not be able to enter the market without a long legal battle to
determine which patent has priority.  This type of delay and
expense would hurt our ability to successfully market our
products.

     WE ARE DEPENDENT UPON HEALTH INSURANCE REIMBURSEMENT FOR OUR
     BIOMEDICAL DEVICES, AND WE MAY NOT BE ABLE TO OBTAIN THAT
     REIMBURSEMENT.

     Our biomedical products are subject to the reimbursement
policies of insurance companies and Medicare.  The doctors and
patients who want to use our devices will not be able to pay for
them without reimbursement from their health insurance providers.
If we are not able to convince those insurance providers that our
devices are eligible for reimbursement, we will not succeed.

     WE  HAVE ACQUIRED COMPANIES THAT ARE NOT PROFITABLE OR WORTH
     WHAT WE ORIGINALLY ESTIMATED.

     Our officers and directors have discretion in how to spend
the money we raise.  One of the ways they have used part of the
money is to acquire interests in other companies.  So far, none
of our investments in other companies have helped generate
revenue, except for INTCO.  We have also acquired companies that
do not generate revenue, even though we project that they will.
In the past, we have invested in companies that are not worth
what we paid for them, and we have lost our investment.

     For example, we purchased a majority interest in a metal-
coating company in 1998 - because it did not perform the way we
expected, we had to write-off our entire investment, including a
$4.4 million write down in 1999.  You should carefully review our
financial statements for more detailed information on the
investment and the write-downs.   We cannot guarantee that we
will not make the same mistake in the future.


     WE MAY BE DISTRACTED OR SUFFER LOSSES DUE TO LEGAL
PROCEEDINGS.

     We are involved in several legal proceedings.  Although we
cannot project how they will be resolved, you should know that we
might suffer losses depending upon the outcome.  Both the
Pennsylvania Securities Commission and the U.S. Attorneys' office
are investigating us, and we have provided them with the
information they requested.  We don't know how much longer these
investigations will last, and we don't know how they will be
resolved.  If either one of these investigations results in
findings that we, or someone we're responsible for, violated the
law, we could suffer significant monetary damages, harm to our
reputation, or the loss of the services of key employees.  We
don't know what those damages might be, but they could include
fines or restrictions on how we are allowed to do business in the
future.

     These legal proceedings cost us money, mostly in legal fees,
that we could be using for our projects.  Even if we don't have
to pay any money or suffer any other damages as a direct result
of these proceedings, you should be aware that we might be
distracted from our other responsibilities while we deal with
these legal matters, and that distraction could also hurt us.
We settled our class action lawsuit for a total of $3.675
million.  We have paid all but $425,000 of that settlement.

     WHEN  WE  SELL  STOCK  OR  CONVERTIBLE  SECURITES  LIKE  OUR
     DEBENTURES  OR  PREFERRED  STOCK, IT  DILUTES  OUR  EXISTING
     STOCKHOLDERS.  WE HAVE ALREADY SUFFERED SIGNIFICANT DILUTION
     AND WE KNOW THAT IT WILL CONTINUE.

     Each time we sell and issue stock, it dilutes the holdings
of our existing stockholders. Since 1989, and through December
2001, we, along with Diasense, have raised over $183 million in
private and public offerings.   We have already issued almost 2.5
billion shares of stock and we plan to issue more, since that's
the only way we can survive until - and if - our product sales
can support our operations.  Dilution occurs when more shares are
issued to own the same company - it means that when we issue more
stock, our previous stockholders own a smaller piece of our
company than they did before the new shares were issued.  When we
sell stock, or we sell convertible securities like preferred
stock or debentures, we have to issue more shares of stock upon
the sale or the conversion.  We plan to raise more money by
selling more stock.  You should know that your ownership in our
company will continue to be diluted - significantly - each time
we sell and issue more stock.

     For example, this chart shows the money we've raised by
selling stock and other securities, like debentures, during the
last three years, along with the total number of shares
outstanding at the end of each year:

        YEAR  FUNDS              NUMBER OF SHARES
              RAISED               OUTSTANDING
                                   AT YEAR END

        1999  $30.7 million        956,100,496

        2000  $29.9 million      1,383,714,167

        2001  $23.8 million      2,450,631,119

     You can see that, as we raise more money, the total number
of our shares outstanding increases dramatically.  As long as we
continue to raise money by selling stock - and that is our
intention - this dilution will continue.

     WE WILL PROBABLY NEED TO AUTHORIZE MORE STOCK, AND THAT WILL
     CAUSE MORE DILUTION.

     Our stock has been recently trading at prices around $.02
per share.  If our stock price does not increase, and we have no
way of knowing whether it will, we will need to authorize more
stock so we can sell it to raise money.  Taking these steps -
having a meeting to ask for more shares, and filing a new
registration statement - will take time, and will delay our
access to additional funds.  If our shareholders don't approve
the additional stock, and we can't find other ways to raise
money, we may not be able to continue to operate.

     BECAUSE  WE  HAVE SOLD CONVERTIBLE DEBENTURES AND  PREFERRED
     STOCK, IT COULD HAVE A NEGATIVE IMPACT ON OUR STOCK PRICE.

     One way we raise money is by selling convertible securities,
like convertible debentures or convertible preferred stock.  Our
convertible securities have no minimum conversion price, so if
our stock price is low when they are converted, we have to issue
more stock than if our stock price was higher.   Sometimes, our
stock price is rising, so that when the securities are converted,
the market price is higher than when we sold the securities - but
if our stock price falls, the conversion price is lower than the
stock price when we sold the securities.

     Our Series G, H and J preferred stock have minimum holding
periods from 30 to 75 days, and are convertible into our common
stock at discounts to our market price of 20% to 24%.

     The following table shows the total amount of our $5,265,000
Series G preferred stock, which is convertible at a 24% discount,
and our $1 million Series H and $375,000 Series J preferred
stock, both of which are convertible at a 20% discount, plus
examples of how many shares of stock we'd have to issue upon
conversion depending on the discount and our stock's market
price.

                  Discount  5-day    Conversion    Number of
        Amount       to      Avg.                   Shares
                   Market   Market      Price     Issued Upon
                   Price     Price                 Conversion

      $1,375,000    20%      $.05       $.04       34,375,000
      $1,375,000    20%      $.01       $.008     171,875,000
      $5,265,000    24%      $.05       $.038     138,552,631
      $5,265,000    24%      $.01       $.007     752,142,857


     You should know that the lower our stock price, the more
shares we have to issue to raise money, and the more shares we
have to issue, the more diluted your ownership will become.

     This prospectus also includes common stock to cover
conversions of our Series I preferred stock.  The Series I
preferred stock is convertible into common stock based on a 5-day
average market price with no discount.   The following table
shows the total amount of our $2 million Series I preferred stock
and examples of how many shares of stock we'd have to issue
depending on our stock's market price.

                     5-day   Conversion      Number of
        Amount        Avg.                    Shares
                     Market    Price        Issued Upon
                     Price                   Conversion

      $2,000,000     $.05      $.05          40,000,000
      $2,000,000     $.01      $.01         200,000,000

     Our Series K convertible preferred stock is convertible into
our common stock at a 10% discount to an average market price of
our common stock over the previous 22 days.  Our Series K
preferred will be issued in various amounts up to approximately
$3 million per month.  The following table shows examples of the
number of shares we'd have to issue based on dollar amounts of $1
million to $3 million at different average market prices.

                  Discount  22-day  Conversion     Number of
        Amount       to       Avg.                  Shares
                   Market    Market   Price       Issued Upon
                   Price     Price                 Conversion

      $1,000,000    10%       $.05    $.045        22,222,222
      $1,000,000    10%       $.01    $.009       111,111,111
      $2,000,000    10%       $.05    $.045        44,444,444
      $2,000,000    10%       $.01    $.009       222,222,222
      $3,000,000    10%       $.05    $.045        66,666,666
      $3,000,000    10%       $.01    $.009       333,333,333


     OUR  COMPANY AND ITS AFFILIATES ARE SUBJECT TO CONFLICTS  OF
     INTEREST

     Fred E. Cooper, Anthony J. Feola, Glenn Keeling and Michael
P. Thompson are employed by BICO, and are also officers and/or
directors of our affiliates and subsidiaries, Diasense, Inc.,
Petrol Rem, Inc., ViaCirq, Inc., and Rapid HIV Detection Corp.
These people are subject to competing demands and may face
conflicts of interest.  The good faith and integrity of these
members of management is of utmost importance to our business and
operations.

     BICO owns 52% of Diasense; 75% of Petrol Rem, 99% of
ViaCirq; and 75% of Rapid HIV Detection Corp.  All of these
officers own stock or warrants in Diasense, Petrol Rem or
ViaCirq:

          Diasense -Mr. Cooper owns 22,000 shares of stock and
          warrants to purchase 1,680,045 shares at $.50 to $1 per share;
          Mr. Feola owns 20,000 shares of stock and warrants to purchase 1
          million shares at $.50 per share; Mr. Keeling owns 100,000 shares
          of stock and warrants to purchase 300,000 shares at $.50 per
          share; and Mr. Thompson owns warrants to purchase 200,000 shares
          at $.50 per share.

          Petrol Rem - Mssrs. Cooper and Feola own warrants to
          purchase 1 million shares of stock at $.10 per share; Mr. Keeling
          owns warrants to purchase 500,000 shares of stock at $.10 per
          share; and Mr. Thompson owns warrants to purchase 200,000 shares
          at $.10 per share.

          ViaCirq - Mr. Cooper owns warrants to purchase 1.25 million
          shares of stock at $.10 per share; Mr. Feola owns warrants to
          purchase 750,000 shares of stock at $.10 per share; Mr. Keeling
          owns warrants to purchase 1.25 million shares of stock at $.10
          per share; and Mr. Thompson owns warrants to purchase 100,000
          shares of stock at $.10 per share.  ViaCirq also has an Incentive
          Stock Option Plan; although the options have been authorized, the
          exercise price has not yet been set.  Mr. Cooper owns options to
          purchase 100,000 shares of stock; Mr. Keeling owns options to
          purchase 125,000 shares of stock; and Mr. Thompson owns options
          to purchase 10,000 shares of stock.

     Conflicts of interest could arise if one or more of our
officers act in a way that benefits them and hurts BICO or
another one of our subsidiaries.  To protect ourselves, we
require that any action that benefits any individual executive
officer or director of any of our companies has to be approved by
a majority of the disinterested directors.  We also make sure
that each of our boards of directors includes outside directors -
people who are not employees - and those outside directors must
approve any action that might present a conflict.  For example,
if BICO issues warrants or loans money to Mssrs. Cooper, Feola or
Keeling, who are BICO directors, BICO's other disinterested
directors, including the outside directors, must approve the
warrants or loans first.  The same policy applies to Diasense,
Petrol Rem and ViaCirq.  We believe this policy helps avoid
conflicts that could hurt us.

     WE DEPEND ON OUR KEY OFFICERS, AND WE WOULD SUFFER IF THEY
LEFT.

     We are dependent upon our key officers: Fred E. Cooper, our
CEO; Anthony J. Feola, our COO, Michael P. Thompson, our CFO, and
Glenn Keeling, the CEO of ViaCirq.  We do not have any key-man
life insurance on these men, and our business would suffer if
they left for any reason.

     WE  ARE DEPENDENT UPON EMPLOYEES AND INDEPENDENT CONTRACTORS
     WHO ARE DIFFICULT TO REPLACE.

     Because we are developing new technologies, devices and
engineering methods, we depend on certain employees and
independent contractors who may not devote their full-time
efforts to our operations.  We depend on some of our employees
who have a specific expertise that is not common.  We also need
independent contractors to assist us in areas where our employees
do not have the necessary expertise.  If we lose the services of
any of these employees or independent contractors and are unable
to replace them, our business could suffer.

     WE  SOMETIMES NEED SUPPLIERS AND PARTS THAT ARE DIFFICULT TO
     FIND.

     Our products involve designs that are new, and we often need
to have component parts fabricated especially for our
experimentation, testing and development.  Suppliers for these
parts are not always readily available, or available at all, so
we have to create the parts in-house.  This can result in delays
in our development - so far, these delays have not been material
- but we cannot assure you that they won't be material in the
future.  If we are unable to obtain a supplier or create the
necessary parts ourselves, we have to redesign the product, which
also results in significant delays.  Although we try to minimize
our dependence on custom parts when we design products,
unforeseeable problems can arise which negatively affect our
operations.

     WE HAVE LIMITED COMMERCIAL MANUFACTURING EXPERIENCE, WHICH
     MAKES IT HARDER FOR US TO COMPETE WITH MORE EXPERIENCED
     MANUFACTURERS.

     We have a contractual duty to manufacture our medical
devices.  We have leased space, which has been modified, for our
manufacturing needs, but our current management team has limited
experience with large-scale commercial manufacturing.  If we are
not able to hire the right people, or to provide manufacturing
expertise ourselves, we will not be able to successfully
manufacture our biomedical devices, even if they are approved for
sale in the U.S., or even if we are able to make sales.

     WE  CANNOT  SELL PRODUCTS WITHOUT GOVERNMENT  APPROVAL.   WE
     HAVE BEEN, AND CONTINUE TO BE, INVOLVED IN A LONG, EXPENSIVE
     GOVERNMENTAL  APPROVAL PROCESS THAT WE MUST COMPLETE  BEFORE
     WE CAN SELL OUR PRODUCTS.

     The Food and Drug Administration and other federal and state
agencies control many of our products.  FDA approval is necessary
to market our biomedical products in the U.S.  If we do not get
approval, we cannot sell our products in the U.S.

     We are currently conducting clinical trials for our
noninvasive glucose sensor - these trials will continue through
2002, and we hope to have FDA approval once the trials are
completed and the results are submitted.  We have suffered
significant delays in the FDA approval in the past - those delays
occurred for several reasons, including the following.   The FDA
did not give us a decision on the 510(k) Notification we
submitted in 1994 until 1996.  In 1996, after the FDA's panel
refused to approve our submission, the FDA told us to make a
different filing, on a PreMarket Approval Application - known as
a PMA.  Rather than immediately pursue the PMA, we decided to
focus on getting certification to sell our sensor in Europe,
which we completed in June 1998.  We had serious cash flow
problems in 1998, and it delayed all of our projects further.
Late in 1998 and early 1999, we started the PMA process.  We
filed the first module of our PMA in May 1999 and the second
module in May 2000.  The FDA asked for more information in
September 1999, and we responded.  Then, in November 1999, the
FDA asked for additional information.  We finished compiling all
that additional information, and in July 2000 we submitted an
Investigational Device Exemption to the FDA that included the
protocol for our clinical trials.  An Investigational Device
Exemption is a request to the FDA for approval to conduct
clinical trials on a device that is not FDA-approved.  Once the
FDA approved the protocol for our clinical trials, those trials
began in 2000.

     Once we complete our clinical trials, we will submit the
data to the FDA.  We are working with outside biomedical
consultants to help us obtain FDA approval following these
clinical trials; however, we cannot assure you when or if that
will happen.

     TERRORISM AND OTHER INTERNATIONAL TRAGEDIES

     The tragedy of September 11, 2001 had a profound impact on
everything, including the stock market.  In addition to the risks
we all face of death and property destruction due to acts of
terrorism, we also face economic risks as a company.  There is no
way of knowing whether additional terrorist acts will occur,
whether those acts will result in the closing of stock markets
and the decline in overall market values, or what those impacts
might mean to us.

     IF  WE ARE HIT WITH PRODUCT LIABILITY CLAIMS THAT EXCEED OUR
     INSURANCE, WE WILL HAVE TO PAY THE EXCESS.

     We don't have any current product liability claims against
us, but we are engaged in activities that involve testing and
selling biomedical devices.  These kinds of activities expose us
to product liability claims.  We currently have $10,000,000 in
product liability insurance.  If a claim against us is successful
and exceeds that amount, we could be liable for the balance.

                 RISKS RELATED TO THIS OFFERING

     OUR  COMMON  STOCK MAY BE VOLITILE, WE DO NOT  TRADE  ON  AN
     ESTABLISHED STOCK EXCHANGE, AND YOU MAY NOT BE ABLE TO  SELL
     YOUR STOCK AT OR ABOVE YOUR PURCHASE PRICE.

     Our stock currently trades on the electronic bulletin board,
which is not a formal stock exchange.  As a result, it may be
more difficult to obtain trading information than if our stock
still traded on the Nasdaq.  Because our stock price did not meet
the Nasdaq Small-Cap market requirements implemented in 1998, we
were delisted and we're no longer able to trade there.  Although
we have maintained acceptable trading volume since we left
Nasdaq, we cannot assure you that our trading volume will
continue.  As a result, you may be unable to sell your stock when
you want to sell it.  In addition, our stock price has fluctuated
significantly, and you may not be able to sell your stock at or
above your purchase price when you are ready to sell

     OUR  STOCK  IS  CONSIDERED PENNY STOCK, SO IT'S  SUBJECT  TO
     REGULATIONS  THAT COULD MAKE IT MORE DIFFICULT  FOR  YOU  TO
     SELL YOUR STOCK.

     Our  stock is considered penny stock because of its low price.
The  penny  stock low-priced securities regulations could  affect
the way you sell your stock, and the way our stock is sold. These
regulations   require  broker-dealers  to   disclose   the   risk
associated  with  buying  penny  stocks  and  to  disclose  their
compensation for selling the stock.

     The  regulations  may have the effect of discouraging  brokers
from  trading  our  stock.     For example, brokers  selling  our
stock  have to obtain a written agreement from the purchaser  and
determine  that  our  stock  is a suitable  investment  for  that
purchaser.  Many  brokers  will not want  to  bother  with  those
requirements, so they won't sell our stock, and that could reduce
the  level of trading activity, making it more difficult for  you
to sell your stock.

     THE VOLATILITY OF OUR COMMON STOCK COULD EXPOSE US TO
     SECURITIES LITIGATION.

     In the past, following periods of volatility in the market
price of a company's securities, securities class action suits
have been filed.  Due to the historic volatility of our common
stock, we may be particularly susceptible to this kind of
litigation.  If it were to happen to us, the litigation would be
expensive and would divert our management's attention from
business operations.  Any litigation that resulted in a finding
of liability against us would adversely affect our business,
prospects and financial condition, along with the price of our
stock.  We have already been the subject of one class action
lawsuit, which was filed in 1996.  We settled that lawsuit in
2000 for a total of $3,675,000,and we are still making payments
to pay that amount.  We have paid all but $425,000 of that
settlement.

     THE WAY WE SELL AND ISSUE STOCK COULD HAVE AN ANTI-TAKEOVER
     EFFECT.

     We sold convertible preferred stock and we intend to
continue to sell stock to raise money to fund our operations.
When we issue those additional shares of common stock, either
from conversions of preferred stock, or from sales of stock, the
stock could be used to oppose or delay a hostile takeover attempt
or delay or prevent changes in control or in our management. For
example, without further stockholder approval, our board of
directors could strategically sell stock to purchasers who would
oppose a takeover or a change in our management.  Although our
sales of stock are based on our business and financial needs, and
not on the threat of a takeover, you should be aware that it
could have an anti-takeover effect.  We are not aware of any
takeover attempts, but if a takeover was proposed, it could mean
you might be offered a premium for your stock over the market
price - but the way we issue and sell our stock could discourage
a takeover attempt.


                STOCK COVERED BY THIS PROSPECTUS

Consulting Service Agreement

     On March 25, we entered into a consulting services agreement
with   John  Canouse.     Mr.  Canouse  will  provide  consulting
services  to  us regarding marketing our products  and  projects;
public   relations;   strategic  planning;  and   our   continued
evaluation  of  our  operations, projects and products.  We  have
agreed  to issue to Mr. Canouse 100 million shares of our  common
stock  in  consideration for providing these services, and  we've
also  agreed to register that common stock on his behalf.  A copy
of the agreement is attached as an exhibit.

Federal Income Tax Effects

     The  following  discussion applies to the issuance  of  the
stock and is based on federal income tax laws and regulations  in
effect  on  December  31, 2001.  It does  not  purport  to  be  a
complete  description of the federal income tax  consequences  of
the  issuance,  nor does it describe the consequences  of  state,
local  or  foreign  tax  laws that may be applicable.   You  must
consult  with  your  own tax advisor before making  any  decision
regarding our stock.

     If  you receive stock as compensation, you must include  in
your  gross  income the excess of the fair market  value  of  the
property  received over the amount, if any, paid for the property
in  the  first taxable year in which beneficial interest  in  the
property  either  is  "transferable"  or  is  not  subject  to  a
"substantial  risk  of  forfeiture."   A  substantial   risk   of
forfeiture  exists  where  rights and  property  that  have  been
transferred  are  conditioned, directly or indirectly,  upon  the
future   performance   (or  refraining   from   performance)   of
substantial  services  by any person,  or  the  occurrence  of  a
condition  related  to  the  purpose of  the  transfer,  and  the
possibility of forfeiture is substantial if such condition is not
satisfied.  If you are a person who is subject to the short swing
profit  recovery rule of Section 16(b) of the Securities Exchange
Act  of  1934, your stock is considered subject to a  substantial
risk  of  forfeiture so long as the sale of such  property  at  a
profit  could subject the stockholder to suit under that section.
Your rights are treated as transferable if and when you can sell,
assign, pledge or otherwise transfer any interest in the stock to
any  person.   If  you would not be subject to  the  short  swing
profit  recovery rule of Section 16(b) of the Securities Exchange
Act  of 1934 and the stock will be currently transferable and not
subject  to  a  substantial  risk of  forfeiture,  you  would  be
obligated to include in gross income the fair market value of the
stock.

Restrictions Under Securities Laws

     The  sale  of  the  stock must be made in  compliance  with
federal  and  state securities laws.  Although we don't  plan  to
issue  stock from the plan to our officers, directors and 10%  or
greater shareholders, as well as certain other persons or parties
who  may  be  deemed  to be "affiliates" of  ours  under  federal
securities  laws, you should be aware that resales by  affiliates
can only be made pursuant to an effective registration statement,
Rule  144 or other applicable exemption.  Our officers, directors
and  10%  and  greater stockholders may also be  subject  to  the
"short  swing"  profit rule of Section 16(b)  of  the  Securities
Exchange Act of 1934.


                      PLAN OF DISTRIBUTION

     The stock covered by this prospectus may be distributed from
time  to  time  by  the  selling  stockholders  in  one  or  more
transactions that may take place on the over-the-counter  market.
These   include   ordinary   broker's  transactions,   privately-
negotiated  transactions or through sales to one or more  broker-
dealers  for  resale  of  these shares as principals,  at  market
prices  existing  at  the  time of sale,  at  prices  related  to
existing  market  prices, through Rule  144  transactions  or  at
negotiated   prices.    Usual  and  customary   or   specifically
negotiated  brokerage fees or commissions  may  be  paid  by  the
selling stockholder in connection with sales of securities.

     The  selling stockholders may sell the stock in one or more
of  the  following  methods, which may include crosses  or  block
transactions:

          through the "pink sheets", on the over-the-counter
          Bulletin  Board,  or  on  such exchanges  or  over-the-
          counter  markets on which our stock may be listed  from
          time-to-time, in transactions which may include special
          offerings,  exchange  distributions  and/or   secondary
          distributions, pursuant to and in accordance  with  the
          rules   of   such   exchanges,   including   sales   to
          underwriters  who  acquire the  shares  for  their  own
          account and resell them in one or more transactions  or
          through brokers, acting as principal or agent;

          in transactions other than on such exchanges or in
          the  over-the-counter market, or a combination of  such
          transactions,  including sales through brokers,  acting
          as  principal  or agent, sales in privately  negotiated
          transactions, or dispositions for value by any  selling
          stockholder  to  its  partners or members,  subject  to
          rules relating to sales by affiliates;

          through  the  issuance  of securities  by  issuers
          other  than us, convertible into, exchangeable for,  or
          payable in our shares; or

          through  the  writing of options  on  our  shares,
          whether  or not such options are listed on an exchange,
          or other transactions requiring delivery of our shares,
          or  the  delivery of our shares to close  out  a  short
          position.

     Any  such  transactions may be effected  at  market  prices
prevailing  at  the  time  of sale, at  prices  related  to  such
prevailing  market  prices,  at negotiated  prices  or  at  fixed
prices.

     In  making  sales, brokers or dealers used by  the  selling
stockholders  may  arrange  for  other  brokers  or  dealers   to
participate.   The selling stockholders and others  through  whom
such securities are sold may be "underwriters" within the meaning
of the Securities Act for the securities offered, and any profits
realized  or  commission received may be considered  underwriting
compensation.

     At the time a particular offer of the securities is made by
or on behalf of the selling stockholders, to the extent required,
a prospectus is to be delivered.  The prospectus will include the
number  of shares of common stock being offered and the terms  of
the  offering,  including the name or names of any  underwriters,
dealers or agents, the purchase price paid by any underwriter for
the   shares   of  common  stock  purchased  from   the   selling
stockholders,  and  any  discounts,  commissions  or  concessions
allowed or reallowed or paid to dealers, and the proposed selling
price to the public.

     Sales of securities by the selling stockholders and  us  or
even  the potential of these sales may have a negative effect  on
the  market  price  for shares of our common stock.   You  should
carefully review the Risk Factors section that begins on the  2nd
page of this prospectus.

                    DESCRIPTION OF SECURITIES

     Our authorized capital currently consists of 4 billion shares of
common stock, par value  $.10 per share and 500,000 shares of
cumulative preferred stock, par value $10.00 per share.

   Preferred Stock

     Our Articles of Incorporation authorize the issuance of a
maximum of 500,000 shares of cumulative convertible preferred
stock, and authorize our board of directors to define the terms
of each series of preferred stock.  In 2001 and 2002, our board
of directors authorized the creation of five new series of
convertible preferred stock - series G, H, I, J and K.  The
certificates of designation for each series - the corporate
document that defines the terms of those series of preferred
stock - are all filed as exhibits to this registration statement.
As of March 29, 2002 we had a total of 32,280 shares of our
preferred stock outstanding, as follows:

    10,530 shares of Series G
     2,000 shares of Series H
     4,000 shares of Series I
       750 shares of Series J
    15,000 shares of Series K

     None of our convertible preferred stock is secured by any of
our assets.  Each share of our preferred stock has a designated
value of $500 per share.  There is no minimum conversion price,
so the lower the bid price of our stock, the more shares we will
need to issue when our preferred stock is converted - there is no
limit on the number of shares of our common stock that our
preferred stock can be converted into.  This means that, if our
stock price is low, the preferred stockholders could own a large
percentage of our outstanding common stock - except that they
have each agreed not to own more than 5% of our common stock at
any one time.  We only sold our preferred stock to accredited
investors.  We can redeem our preferred stock.  This prospectus
includes common stock that we will issue when our preferred stock
is converted. You should carefully review our Risk Factors
section for more risks associated with our preferred stock, and
the impact of conversions on your stock.

     Each series of preferred stock has its own minimum holding
period and each series defines its conversion price.  Copies of
our preferred stock documents are attached to this prospectus as
exhibits.

     Our series G preferred stock has a minimum holding period of
     the earlier of: 60 days from issuance or the date this
     registration statement is declared effective by the SEC.  The
     series G preferred is convertible into our common stock at a 24%
     discount to the 5-day average of our closing bid price
     immediately prior to conversion.

     Our series H preferred stock has a minimum holding period of
     the earlier of:  75 days from issuance or 35 days after the date
     this registration statement is declared effective by the SEC.
     The series H is convertible into our common stock at a 20%
     discount to the 5-day average of our closing bid price
     immediately prior to conversion.

     Our Series J preferred stock has a minimum holding period of
     30 days from issuance and is convertible into our common stock at
     a 20% discount to the 5-day average of our closing bid price
     immediately prior to conversion.

     We raised a total of $6,640,000 from selling our series G, H
and J preferred stock.

     We issued 4,000 shares of our series I preferred stock to Mr.
and Mrs. Farrell Jones as part of a renegotiation and settlement
of amounts due in connection with our purchase of ICTI back in
1998.  Even though we wrote off that entire investment, we still
owed the Joneses a total of $5,450,348.  In December 2001, we
finalized an agreement with the Joneses to decrease the amount
owed to a total of $2,887,500.  Of that total, $2 million was
applied when we issued them the 4,000 shares of series I
preferred stock.  The series I preferred is convertible at any
time into our common stock based on the 5-day average of our
closing bid price immediately prior to conversion.   None of the
series I has been converted to date. We don't have any other
relationship with the Joneses other than these remaining issues
from the ICTI transaction. You should review our management's
discussion and analysis section for more information on the
settlement with the Joneses.

     In February 2002, we accepted a $25 million funding
commitment from J.P. Carey Asset Management, LLC, a Georgia
corporation.  The initial funding from this commitment is through
J.P. Carey Asset Management's purchase of $7.5 million of our
Series K preferred stock.   The $7.5 million is in escrow, and we
will not begin to receive it until the registration statement
covering the shares of common stock is declared effective by the
SEC.  We agreed to register the underlying common stock for them,
and that stock is included in a registration statement and
prospectus we filed On April 1, 2002.  We will receive funds,
about once a month, based on the following formula.  Based on
that formula, we would have received about $1.7 million in mid-
March 2002.  If our stock price and/or our trading volume
decrease, we would have to request less.

     First, compute the daily trading value for our stock: the
     closing bid price times that days' volume

     Second, compute that daily trading value for the 22 trading
     days prior to conversion

     Third, take the average of those 22 days trading value

     Finally, multiply that 22-day average by 6.

     The conversion price for the Series K preferred is based on a
10% discount to the average of the lowest 3 consecutive closing
bid prices during the 22 days prior to conversion.  For example,
if conversion had occurred on March 28, 2002, it would have been
at a 10% discount to the average closing bid prices on March 6, 7
and 8, 2002.  That price, after the discount, would be $0.0158
per share.  If our stock price drops, the conversion price per
share will also drop.

Common Stock

     Holders of our common stock are entitled to one vote per
share for each share held of record on all matters submitted to a
vote of stockholders.  Holders of our common stock do not have
cumulative voting rights, and therefore the holders of a majority
of the shares of common stock voting for the election of
directors may elect all of the directors, and the holders of the
remaining common stock would not be able to elect any of the
directors.  Subject to preferences that may be applicable to the
holders of our preferred stock, if any, the holders of our common
stock are entitled to receive dividends that may be declared by
our board of directors.

     In the event of a liquidation, dissolution or winding up of
our operations, whether voluntary or involuntary, and subject to
the rights of any preferred stockholders, the holders of our
common stock would be entitled to receive, on a pro rata basis,
all of our remaining assets available for distribution to our
stockholders.  The holders of our common stock have no
preemptive, redemption, conversion or subscription rights.  As of
December 31, 2001, we had 2,450,631,119 shares of our common
stock outstanding.

Dividends

     We have not paid cash dividends on our common stock, with the
exception of 1983, since our inception.  We do not anticipate
paying any dividends at any time in the foreseeable future.  We
expect to use any excess funds generated from our operations for
working capital and to continue to fund our various projects.

     Our Articles of Incorporation restrict our ability to pay cash
dividends under certain circumstances.  For example, our board
can only declare dividends subject to any prior right of our
preferred stockholders to receive any accrued but unpaid
dividends.  In addition, our board can only declare a dividend to
our common stockholders from net assets that exceed any
liquidation preference on any outstanding preferred stock.

Employment Agreement Provisions Related to Changes in Control

     We have employment agreements with change in control
provisions with the following officers: Fred E. Cooper, Anthony
J. Feola, Glenn Keeling and Michael P. Thompson.  The agreements
provide that in the event of a "change of control," we must:
issue to Mr. Cooper shares of common stock equal to 5%; issue to
Mr. Feola 4%; issue to Mr. Keeling 3%; and issue to Mr. Thompson
2% each of our outstanding shares of common stock. For purposes
of these agreements, a change of control is deemed to occur: when
20% or more of our outstanding voting stock is acquired by any
person; or when 1/3 or more of our directors are not continuing
directors, as defined in the agreements; or when a controlling
influence over our management or policies is exercised by any
person or by persons acting as a group within the meaning of the
federal securities laws.

Warrants

     As of December 31, 2001, we had outstanding warrants - most
of which are not currently exercisable - to purchase 96,136,560
shares of our common stock.  These warrants have exercise prices
ranging from $.015 to $3.20 per share and expiration dates
through December 4, 2006, and are held by members of our
scientific advisory board, certain employees, officers,
directors, loan guarantors, and consultants.  As of December 31,
2001, many of our outstanding warrants were not currently
exercisable - 82,746,898 warrants were subject to a lock-up
arrangement where the warrant holders agreed not to exercise them
until August 2002.

     Holders of warrants are not entitled to vote, to receive
dividends or to exercise any of the rights of the holders of
shares of our common stock for any purpose until the warrant
holder properly exercises the warrant and pays the exercise
price.

Transfer Agent

     Mellon Investor Services in New York, New York acts as our
Registrar and Transfer Agent for our common stock.  We act as our
own registrar and transfer agent for our preferred stock and
warrants.

                             EXPERTS

     Our consolidated financial statements as of December 31, 2001,
2000 and 1999, all of which included an explanatory paragraph
referring to an uncertainty regarding our ability to continue as
a going concern, incorporated by reference in this prospectus,
have been audited by Goff Backa Alfera & Company, LLC,
independent certified public accountants, as stated in their
report for the year ended December 31, 2001 and have been
included in reliance upon that report given upon the authority of
that firm as experts in auditing and accounting.


           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     We  may  agree  to the terms and conditions upon  which  any
director,  officer,  employee  or  agent  accepts  an  office  or
position with us and in our By-laws, by contract or in any  other
manner  we  may  agree  to indemnify and protect  our  directors,
officers,  employees or agents, or any person who serves  at  our
request  as  a  director, officer, employee or agent  of  another
corporation, partnership, joint venture, trust, employee  benefit
plan or other enterprise, to the fullest extent permitted by  the
corporate  laws  of the Commonwealth of Pennsylvania  (including,
without  limitation,  the statutes, case law  and  principles  of
equity). If the laws (including without limitation, the statutes,
case  law  or principles of equity, as the case may  be)  of  the
Commonwealth of Pennsylvania are amended or changed to permit  or
authorize broader rights of indemnification to any of the persons
referred to in the immediately preceding sentence, then we  shall
be automatically authorized to agree to indemnify such respective
persons  to  the fullest extent permitted or authorized  by  such
law, as so amended or changed, without the need for amendment  or
modification of our articles of incorporation and without further
action by our directors or stockholders.

     Insofar as indemnification for liabilities arising under the
Securities  Act  of  1933, as amended, may be  permitted  to  our
directors,  officers  and  controlling persons  pursuant  to  the
foregoing provisions, or otherwise, we have been advised that  in
the  opinion  of  the  Securities and Exchange  Commission,  this
indemnification  is  against public policy as  expressed  in  the
securities laws, and is, therefore unenforceable.

                             PART II

         INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.   Incorporation of Documents by Reference

     The documents listed below are incorporated by reference in
the Registration Statement.  All documents subsequently filed  by
the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d)  of
the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act"),  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 the Registration Statement and
to be part thereof from the date of filing of such documents.

     The  following documents filed by us with the Commission are
incorporated herein by reference and made a part hereof:

        Our Annual Report on Form 10-K for the fiscal year ended
        December 31, 2001.

        Our Proxy Materials filed October 29, 2001.

     All  reports and documents filed by us pursuant to  Section
13,  14  or 15(d) of the Exchange Act, prior to the filing  of  a
post-effective  amendment  which indicates  that  all  securities
offered hereby have been sold or which deregisters all securities
then  remaining  unsold, shall be deemed to  be  incorporated  by
reference herein and to be a part hereof from the respective date
of  filing  of  such  documents.  Any statement  incorporated  by
reference herein shall be deemed to be modified or superseded for
purposes  of  this  prospectus to the  extent  that  a  statement
contained  herein  or in any other subsequently  filed  document,
which  also  is  or  is  deemed to be incorporated  by  reference
herein,  modifies  or supersedes such statement.   Any  statement
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute part of this prospectus.

     We hereby undertake to provide without charge to each
person, including any beneficial owner, to whom a copy of the
prospectus has been delivered, on the written request of any such
person, a copy of any or all of the documents referred to above
which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents.  Written
requests for such copies should be directed to: Shareholder
Relations Department, BICO, Inc., 2275 Swallow Hill Road,
Building 2500, 2nd Floor, Pittsburgh, PA  15220, by telephone at
412-429-0673 or by fax at 412-279-1367.



ITEM 4.   Description of Securities

      A  description  of BICO's securities is set  forth  in  the
Prospectus incorporated as a part of this Registration Statement.

ITEM 5.   Interests of Named Experts and Counsel

     Sweeney & Associates, P.C. of Pittsburgh, PA, our securities
counsel,  will  pass  on  the validity  of  the  shares  in  this
offering.  M. Kathryn Sweeney owns warrants to purchase 3 million
shares of our common stock at $.05 per share until May 26,  2006;
and warrants to purchase 200,000 shares of Diasense, Inc., one of
our  affiliates, at $.50 per share until April 23, 2006.   Thomas
E.   Sweeney,  Jr.,  Esq.,  a  former  partner,  currently  holds
approximately  5,000 shares of our common stock and  warrants  to
purchase  the  following shares of Diasense,  Inc.,  one  of  our
affiliates:  40,000 shares at $.50 per share  until  October  23,
2003 and 60,000 shares at $1.00 per share until January 6, 2003.

ITEM 6.   Indemnification of Directors and Officers

     We  may  agree  to the terms and conditions upon  which  any
director,  officer,  employee  or  agent  accepts  an  office  or
position with the Company and in our By-laws, by contract  or  in
any  other  manner  we  may agree to indemnify  and  protect  our
directors,  officers,  employees or agents,  or  any  person  who
serves  at our request as a director, officer, employee or  agent
of   another  corporation,  partnership,  joint  venture,  trust,
employee benefit plan or other enterprise, to the fullest  extent
permitted   by   the  corporate  laws  of  the  Commonwealth   of
Pennsylvania  (including, without limitation, the statutes,  case
law  and  principles  of equity). If the laws (including  without
limitation,  the statutes, case law or principles of  equity,  as
the  case may be) of the Commonwealth of Pennsylvania are amended
or   changed   to   permit  or  authorize   broader   rights   of
indemnification  to  any  of  the  persons  referred  to  in  the
immediately  preceding sentence, then we shall  be  automatically
authorized to agree to indemnify such respective persons  to  the
fullest extent permitted or authorized by such law, as so amended
or changed, without the need for amendment or modification of our
Articles  of  Incorporation and without  further  action  by  our
Directors or stockholders.

     Insofar as indemnification for liabilities arising under the
Securities  Act  of  1933, as amended, may be  permitted  to  our
directors,  officers  and  controlling persons  pursuant  to  the
foregoing provisions, or otherwise, we have been advised that  in
the  opinion  of  the  Securities and Exchange  Commission,  this
indemnification  is  against public policy as  expressed  in  the
securities laws, and is, therefore unenforceable.

ITEM 7.   Exemption From Registration Claimed

     Inasmuch  as  the recipients of the stock are knowledgeable
and   sophisticated,  and  had  access  to  relevant  information
pertaining  to  the  Company and had  the  ability  to  fend  for
themselves, the issuance was exempt from registration  under  the
Securities Act of 1933 by reason of Section 4(2) of that act.

ITEM 8.   Exhibits

     5.1  Opinion of Counsel*
     10.3 Consulting Agreement with John Canouse*
     23.1 Consent of Independent Certified Public Accountant*

*Filed herewith

ITEM 9.   Undertakings


     1.   To file, during any period in which offers or sales are
being  made,  a  post  effective amendment to  this  registration
statement:

      (a)  To include any prospectus required by section 10(a)(3) of
           the Securities Act of 1933;

      (b)  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. Notwithstanding the foregoing,
           any increase or decrease in volume of  securities  offered
           (if the total dollar value of  securities offered  would
           not  exceed that which was  registered)  and  any deviation
           from  the  low or high end of  the  estimated  maximum
           offering  range  (if  any)  may  be  reflected  in the form
           of prospectus filed with the Commission pursuant to Rule
           424(b)  if, in  the  aggregate, the changes in volume and
           price represent  no more  than  a 20% change in the maximum
           aggregate offering  price set  forth in the "Calculation of
           Registration Fee" table in  the effective registration
           statement;

      (c)  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 (1)(i) and (1)(ii) do not
apply  if  the registration statement is on Form S-3 or Form  S-8
and  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.

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

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

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

     Insofar as indemnification for liabilities arising under the
Securities  Act of 1933 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 Act against such liabilities (other  than  the
payment by the registrant in the successful defense of an action,
suit  or  proceeding)  is asserted by such director,  officer  or
controlling  person  in  connection  with  the  securities  being
registered,  the registrant will, unless in the  opinion  of  its
counsel,  the  matter has been settled by controlling  precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed  in  the  Act  and  will  be  governed  by  the   final
adjudication of such issue.

                         SIGNATURES

     Pursuant to the requirements of the Securities Act of  1933,
the Registrant has duly caused this registration Statement to  be
signed on its behalf by the undersigned on April 3, 2002.

                         BICO, INC.

                         By:  /s/ Fred E. Cooper
                                  Fred. E. Cooper, director, CEO,
                                  (principal executive officer)

POWER OF ATTORNEY

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

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

     Signature                 Title                         Date

/s/ Anthony J. Feola           senior vice president,        April 3, 2002
Anthony J. Feola               director

/s/ Michael P. Thompson        principal accounting          April 3, 2002
Michael P. Thompson            officer, principal
                               financial officer

/s/ Glenn Keeling              director                      April 3, 2002
Glenn Keeling

/s/ Stan Cottrell              director                      April 3, 2002
Stan Cottrell

/s/ Paul W. Stagg              director                      April 3, 2002
Paul W. Stagg

                                         EXHIBIT 5.1

                   SWEENEY & ASSOCIATES, P.C.
                        7300 Penn Avenue
                      Pittsburgh, PA  15208
                         (412) 731-1000
                    Facsimile: (412) 731-9190

                          April 3, 2002

BICO, Inc.
2275 Swallow Hill Road
Building 2500
Pittsburgh, Pennsylvania 15220

          Re:  BICO (the "Company") Registration Statement on
               Form S-8

Gentlemen:

     This opinion is submitted pursuant to the applicable rules
of the Securities and Exchange Commission with respect to the
registration for public sale of up to 100,000,000 shares of
common stock, $.10 par value ("Common Stock") to be issued by the
Company pursuant to the attached Consulting Services Agreement
with John Canouse.

     In connection therewith, we have examined and relied upon
original, certified, conformed, photostat or other copies of (a)
the Articles of Incorporation, as amended, and Bylaws of the
Company; (b) resolutions of the Board of Directors of the Company
authorizing the various issuances; (c) the Registration Statement
and the exhibits thereto; and (d) such other matters of law as we
have deemed necessary for the expression of the opinion herein
contained.  In all such examinations, we have assumed the
genuineness of all signatures on original documents, and the
conformity to originals or certified documents of all copies
submitted to us as conformed, photostat or other copies.  In
passing upon certain corporate records and documents of the
Company, we have necessarily assumed the correctness and
completeness of the statements made or included therein by the
Company, and we express no opinion thereon. As to the various
questions of fact material to this opinion, we have relied, to
the extent we deemed reasonably appropriate, upon representations
or certificates of officers or directors of the Company and upon
documents, records and instruments furnished to us by the
Company, without independently checking or verifying the accuracy
of such documents, records and instruments.

     Based upon and in reliance of the foregoing, we are of the
opinion that the shares of Common Stock, when issued in
accordance with the terms of the Consulting Services Agreement
with Mr. Canouse, will be validly issued, fully paid and non-
assessable.

     We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.


                                        Sincerely,


                                        /s/ Sweeney & Associates, P.C.
                                        SWEENEY & ASSOCIATES P.C.


                                                   EXHIBIT 10.3

                  CONSULTING SERVICES AGREEMENT

     THIS CONSULTING SERVICES AGREEMENT (the "Agreement") is made
and  entered  into this 25th day of March, 2002, by  and  between
BICO, Inc., a Pennsylvania corporation (the "Company"), with  its
principal  place of business at 2275 Swallow Hill Road,  Building
2500,   Pittsburgh,   PA  15220,  and  John   C.   Canouse   (the
"Consultant"),  an  individual  having  his  principal  place  of
business at 275 Seale Lane, Alpharetta, GA  30022.

                        R E C I T A L S:

      WHEREAS,  the  Company desires to retain the Consultant  to
provide  certain consulting services as hereinafter  specifically
set forth.

       WHEREAS,   the  Consultant  desires  to  provide   certain
consulting services to the Company in accordance with  the  terms
and conditions contained hereinafter.

      NOW, THEREFORE, in consideration of the mutual promises set
forth  herein  and  other  good and valuable  consideration,  the
receipt  and  sufficiency  of which is hereby  acknowledged,  the
parties hereto agree as follows:

       1.     Consulting  Services.   During  the  term  of  this
Agreement,  the Consultant is hereby retained by the  Company  to
provide  consulting  services to the Company including  marketing
its  products and projects; public relations; strategic planning;
and  continued  evaluation of the Companies operations,  projects
and  products.  Unless otherwise agreed to by the Consultant, all
services hereunder shall be performed by the Consultant,  in  his
sole  discretion,  at his principal place of  business  or  other
offices.   Notwithstanding  anything  contained  herein  to   the
contrary,   the  services  to  be  performed  by  the  Consultant
hereunder  may  be performed by any consultant to the  Consultant
who is reasonably qualified to perform such services.

      2.    Compensation.  As full and complete consideration for
the  performance of services hereunder, the Company  shall  issue
the  Consultant 60 million shares (the "Compensation Shares")  of
the Company's common stock.

      3.    Registration of Compensation Shares.  As  a  material
inducement to Consultant to accept the engagement hereunder,  the
Company has agreed to register the Compensation Shares under  the
Securities   Act  of  1933,  as  amended,  or  to   include   the
Compensation Shares in an existing registration statement  so  as
to permit the public resale thereof.

      4.    Representations and Warranties of the  Company.   The
Company represents and warrants hereunder that this Agreement and
the  transactions  contemplated  hereunder  have  been  duly  and
validly  authorized by all requisite corporate action;  that  the
Company  has  the full right, power and capacity to  execute  and
deliver  this  Agreement  and perform its obligations  hereunder;
that  the  execution  and  delivery of  this  Agreement  and  the
performance  by the Company of its obligations pursuant  to  this
Agreement  do not constitute a breach of or a default  under  any
agreement  or instrument to which the Company is a  party  or  by
which it or any of its assets are bound; and that this Agreement,
upon  execution  and delivery of the same by  the  Company,  will
represent  the  valid  and  binding  obligation  of  the  Company
enforceable  in  accordance with its terms.  The  representations
and warranties set forth herein shall survive the termination  of
this Agreement.

      5.   Representations and Warranties of the Consultant.  The
Consultant  represents and warrants hereunder that the Consultant
has  the  full right, power and capacity to execute  and  deliver
this  Agreement and perform his obligations hereunder;  that  the
execution  and delivery of this Agreement and the performance  by
the  Consultant of his obligations pursuant to this Agreement  do
not  constitute a breach of or a default under any  agreement  or
instrument  to  which the Consultant is a party;  and  that  this
Agreement,  upon  execution  and delivery  of  the  same  by  the
Consultant,  will represent the valid and binding  obligation  of
the  Consultant  enforceable in accordance with its  terms.   The
representations and warranties set forth herein shall survive the
termination of this Agreement.

     At all times during the term of this Agreement, Consultant
is and shall be an independent contractor in providing the
consulting services hereunder, with the sole right to supervise,
manage, operate, control, and direct the performance incident to
such services.  Nothing contained in this Agreement shall be
deemed or construed to create a partnership or joint venture, to
create the relationships of employee/employer or principal/agent,
or otherwise create any liability whatsoever as partner, joint
venturer, employer, employee, principal, or agent for either the
Company or Consultant with respect to the indebtedness,
liabilities, or obligations of each other or of any other person
or entity.

       6.    Indemnification.   The  Company  hereby  agrees   to
indemnify,  defend and hold harmless the Consultant, his  agents,
affiliates and consultants, and their successors and assigns from
and  against  any  and  all claims, damages,  losses,  liability,
deficiencies,  actions,  suits,  proceedings,  cost,   or   legal
expenses  (collectively the "Losses") arising out of or resulting
from: (i) any breach of a representation, warranty or covenant by
the  Company contained in this Agreement; or (ii) any  activities
or  services  performed hereunder by the Consultant, unless  such
Losses  were  the result of the intentional misconduct  or  gross
negligence  of  the Consultant; or (iii) any and  all  costs  and
expenses  (including reasonable attorneys' and paralegals'  fees)
related to the foregoing.

      7.    Confidentiality.  The Consultant agrees that all non-
public   information  pertaining  to  the   prior,   current   or
contemplated  business  of the Company constitutes  valuable  and
confidential  assets  of  the Company.   Such  information  shall
include,  without  limitation, information relating  to  customer
lists,   bidding  procedures,  intellectual  property,   patents,
trademarks,  trade secrets, financing techniques and sources  and
such financial statements of the Company as are not available  to
the  public.  Consultant shall hold all such information in trust
and  confidence for the Company and shall not use or disclose any
such  information for other than the Company's business and shall
be  liable for damages incurred by the Company as a result of the
use  or  disclosure of such information by Consultant, his agents
or affiliates, for any purpose other than the Company's business,
except (i) where such information is publicly available or  later
becomes  publicly available other than through a breach  of  this
Agreement,   or  (ii)  where  such  information  is  subsequently
lawfully obtained by Consultant from a third party or parties, or
(iii)  if  such information is known to Consultant prior  to  the
execution of this Agreement, or (iv) as may be required  by  law.
The  Consultant acknowledges and agrees that the Company's remedy
at law for a breach or threatened breach of any of the provisions
of this paragraph would be inadequate and the breach shall be per
se deemed as causing irreparable harm to the Company.

      8.    Termination,  Amendment or  Assignment.   Either  the
Company  or the Consultant may terminate this Agreement  with  30
days'  written  notice  to  the other  party.   No  modification,
waiver, amendment, discharge or change of this Agreement shall be
valid  unless  the  same  is evidenced by a  written  instrument,
executed  by  the party against which such modification,  waiver,
amendment, discharge, or change is sought.  This Agreement is not
assignable by the Consultant without the prior written consent of
the Company, which such consent may not be forthcoming.

      9.   Notices.  All notices, demands or other communications
given  hereunder shall be in writing and shall be deemed to  have
been  duly  given  on  the  day  when  delivered  in  person   or
transmitted by confirmed facsimile transmission or on  the  third
calendar  day  after being mailed by United States registered  or
certified mail, return receipt requested, postage prepaid, to the
addresses  herein above first mentioned or to such other  address
as any party hereto shall designate to the other for such purpose
in the manner herein set forth.

     All notices, requests, demands and other communications
hereunder shall be in writing and shall be personally delivered,
delivered by facsimile or courier service, or mailed, certified
with first class postage prepaid, to the addresses set forth
below:

If to the Company, to:

               BICO, Inc.
               2275 Swallow Hill Road
               Bldg. 2500, 2nd Floor
               Pittsburgh, PA  15220

            Attention:  Fred E. Cooper
            Facsimile Number:  (412) 429-0334
            Phone Number: (412) 429-0673

          If to Consultant, to:

            John C. Canouse
            275 Seale Lane
            Alpharetta, GA 30022
            Facsimile Number:  (404) 816-5339
            Phone Number:  (770) 752-8503

Each such notice shall be deemed to have been given (whether
actually received or not) on the date of actual delivery thereof,
if personally delivered or delivered by facsimile transmission
(if receipt is confirmed at the time of such transmission by
telephone or facsimile machine-generated confirmation), or on the
third day following the date of mailing, if mailed in accordance
with this section, or on the day specified for delivery to the
courier service (if such day is one on which the courier service
will give normal assurances that such specified delivery will be
made).  Any notice, request, demand, or other communication given
otherwise than in accordance with this section shall be deemed to
have been given on the date actually received.  Any party may
change its address for purposes of this section by giving written
notice of such change to all other parties in the manner herein
above provided.

      10.  Entire Agreement.  This Agreement contains all of  the
understandings and agreements of the parties with respect to  the
subject  matter discussed herein.  All prior agreements,  whether
written  or oral, are merged herein and shall be of no  force  or
effect.

       11.    Severability.    The  invalidity,   illegality   or
unenforceability of any provision or provisions of this Agreement
will not affect any other provision of this Agreement, which will
remain  in  full  force  and  effect, nor  will  the  invalidity,
illegality  or unenforceability of a portion of any provision  of
this  Agreement  affect the balance of such  provision.   In  the
event  that any one or more of the provisions contained  in  this
Agreement or any portion thereof shall for any reason be held  to
be  invalid,  illegal  or  unenforceable  in  any  respect,  this
Agreement  shall be reformed, construed and enforced as  if  such
invalid,  illegal  or  unenforceable  provision  had  never  been
contained herein.

      12.  Construction and Enforcement.  This Agreement shall be
construed  in  accordance with the laws of  the  Commonwealth  of
Pennsylvania,  without  the  application  of  the  principles  of
conflicts of laws

      13.   Binding Nature, No Third Party Beneficiary. The terms
and  provisions of this Agreement shall be binding upon and inure
to  the  benefit of the parties, and their respective  successors
and  assigns,  and  is  made solely and  specifically  for  their
benefit.   No  other  person shall have any rights,  interest  or
claims  hereunder  or  be entitled to any benefits  under  or  on
account  of  this  Agreement  as  a  third-party  beneficiary  or
otherwise.

      14.   Counterparts.  This Agreement may be executed in  any
number  of  counterparts,  including facsimile  signatures  which
shall   be   deemed   as  original  signatures.    All   executed
counterparts shall constitute one Agreement, notwithstanding that
all  signatories are not signatories to the original or the  same
counterpart.

      IN  WITNESS WHEREOF, the parties hereto have executed  this
Agreement as of the date first above written.

                                   COMPANY
                                   BICO, INC.

                                   By /s/ Fred E. Cooper
                                   Fred E. Cooper, President

                                   CONSULTANT


                                   /s/ John C. Canouse
                                   John C. Canouse


                                                  EXHIBIT 23.1



        CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTS


We have issued our report dated February 28, 2002, except for
Note S, for which the date is March 29, 2002, accompanying the
consolidated financial statements of BICO, Inc., formerly
Biocontrol Technology, Inc. and subsidiaries appearing in the
2001 Annual Report on Form 10-K for the year ended December 31,
2001.  We consent to the inclusion in this Registration Statement
of the aforementioned report and to the use of our name, as it
appears under the caption "EXPERTS".  Our report on the
consolidated financial statements referred to above includes an
explanatory paragraph, which discusses going concern
considerations as to BICO, Inc.


/s/ Goff Backa Alfera & Company, LLC

Pittsburgh, Pennsylvania

April 3, 2002
[{"type": "S-8", "sequence": "1", "filename": "forms8-040302.txt", "secsgml_size_bytes": 88255}]
{"company-data": {"conformed-name": "BICO INC/PA", "cik": "0000225211", "assigned-sic": "2890", "irs-number": "251229323", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85442", "film-number": "02601054"}, "business-address": {"street1": "2275 SWALLOW HILL ROAD", "city": "PITTSBURGH", "state": "PA", "zip": "15220", "phone": "4124290673"}, "mail-address": {"street1": "2275 SWALLOW HILL ROAD", "city": "PITTSBURGH", "state": "PA", "zip": "15220"}, "former-company": [{"former-conformed-name": "CORATOMIC INC", "date-changed": "19861223"}, {"former-conformed-name": "BIOCONTROL TECHNOLOGY INC", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on April 3, 2002
                 Registration No. 333-__________
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                     ______________________

                            FORM S-8
                              under
                   THE SECURITIES ACT OF 1933
                           BICO, INC.
     (Exact name of registrant as specified in its charter)

 Pennsylvania                    2890                         25-1229323
(State or other jurisdiction  (Primary Standard Industrial  (I.R.S. Employer
 of incorporation or           Classification  Code  Number) Identification
 organization)                                                  Number)

               2275 Swallow Hill Road, Bldg. 2500,
           Pittsburgh, Pennsylvania 15220 (412)429-0673
(Address, including zip code, and telephone number, including area code, of
  registrant's principal executive offices and principal place of business)

                  2001 Equity Compensation Plan
                      Consulting Agreement
                      (full title of plan)

             Fred E. Cooper, Chief Executive Officer
                           BICO, Inc.
 2275 Swallow Hill Road, Building 2500, Pittsburgh, Pennsylvania 15220
                         (412) 429-0673
    (Name, address, including zip code, and telephone number,
           including area code, of agent for service)
           ___________________________________________
                            Copy to:
                    Sweeney & Associates P.C.
        7300 Penn Avenue, Pittsburgh, Pennsylvania 15208
                         (412) 731-1000

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

Common Stock 100,000,000(2)  $.02        $2,000,000     $184.00

(1)  Calculated in accordance with Rule 457 of the Securities Act
     of 1933, as amended, and based upon the average of the high and
     low sales prices of common stock on the Electronic Bulletin Board
     on April 1, 2002.

(2)  Registered pursuant to a Consulting Agreement

PROSPECTUS

                           BICO, Inc.

               100,000,000 Shares of Common Stock

     This prospectus forms a part of a registration statement
that registers an aggregate of 100 million shares of BICO common
stock.  Those shares will be issued in connection with a
consulting agreement, which is an exhibit.

     When we issue the stock, the recipients may sell all or a
portion of the stock from time to time in the over-the-counter
market, in negotiated transactions, directly or through brokers
or otherwise, and at market prices prevailing at the time of such
sales or at negotiated prices.  We will not receive any proceeds
from sales by the selling stockholders.

     Our common stock trades on the electronic bulletin board
under the trading symbol "BIKO".

     OUR BUSINESS INVOLVES SIGNIFICANT RISKS.  YOU NEED TO REVIEW
THESE RISKS BEFORE YOU CONSIDER BUYING OUR COMMON STOCK.  THESE
RISKS ARE DESCRIBED UNDER THE CAPTION "RISK FACTORS" BEGINNING ON
PAGE 2.

     Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete.  If anyone tells you otherwise, it's a criminal
offense.

     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS
     PROSPECTUS.  WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU
     WITH INFORMATION THAT IS DIFFERENT.  WE ARE OFFERING TO SELL
     AND SEEKING OFFERS TO BUY SHARES OF OUR COMMON STOCK ONLY IN
     JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED.  THE
     INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS
     OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF
     DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF OUR COMMON
     STOCK.

  THE INFORMATION IN THIS PROSPECTUS ISN'T COMPLETE. IT MIGHT
CHANGE. WE'RE NOT ALLOWED TO SELL THE COMMON STOCK OFFERED BY
THIS PROSPECTUS UNTIL THE REGISTRATION STATEMENT WE HAVE FILED
WITH THE SEC BECOMES EFFECTIVE. THIS PROSPECTUS ISN'T AN OFFER TO
SELL OUR COMMON STOCK, AND WE ARE NOT SOLICITING OFFERS TO BUY
OUR COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT
ALLOWED.

          The date of this prospectus is April 3, 2002

               WHERE YOU CAN FIND MORE INFORMATION

     The securities laws require us to file reports and other
information.   All of our reports can be reviewed at the SEC's
web site, at www.sec.gov through the SEC's EDGAR database.   You
can also review and copy any report we file with the SEC at the
SEC's Public Reference Room, which is located at 450 Fifth
Street, N.W., Washington, D.C., or at the SEC's regional offices,
including the ones located at 601 Walnut Street, Curtis Center,
Suite 1005E, Philadelphia, PA 19106-3432; and 75 Park Place, New
York, NY.  You can also order copies for a fee from the SEC's
Public Reference section, at 450 Fifth Street, N.W.  Washington,
D.C. 20549.   Our stock trades on the electronic bulletin board.

     This prospectus omits certain information that is contained
either in the full registration statement, including exhibits, on
Form S-8, or in the reports we file with the SEC.  Our most
recent financial statements and other information regarding our
operations can be found in the reports listed below, and you
should review those reports along with this prospectus.

           OTHER IMPORTANT DOCUMENTS YOU SHOULD REVIEW

     Our latest financial statements, as well as other important
information, are contained in the following documents, all of
which are incorporated by reference to this prospectus.    The
SEC allows us to disclose important information to you by
referring to other documents.  We are also permitted to include
the following reports, which have been filed with the SEC, as
well as the reports we file with the SEC in the future, as part
of this prospectus, without copying the reports into the
prospectus.  This is known as incorporation by reference.    The
following documents are incorporated by reference:

   (a)  Our Annual Report on Form 10-K for the fiscal year ended
        December 31, 2001.

   (b)  Our Proxy Materials filed October 29, 2001.

     As long as this prospectus remains effective, all of our
subsequent filings with the SEC will also be incorporated by
reference.

     We will send you a copy of these documents if you ask for
them.  If you want to receive copies, please contact our
Shareholder Relations department at:  Shareholder Relations
Department, BICO, Inc., 2275 Swallow Hill Road, Building 2500,
2nd Floor, Pittsburgh, PA  15220, by telephone at 412-429-0673 or
by fax at 412-279-1367.

                          RISK FACTORS

     YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED IN THIS
SECTION BEFORE MAKING THE DECISION TO INVEST IN OUR STOCK.  YOU
SHOULD ALSO REFER TO THE OTHER INFORMATION IN THIS PROSPECTUS
INCLUDING OUR FINANCIAL STATEMENTS AND THE RELATED NOTES.  THE
RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE THOSE THAT WE
CURRENTLY BELIEVE MAY MATERIALLY AFFECT OUR COMPANY.  ADDITIONAL
RISKS AND UNCERTAINTIES THAT WE ARE UNAWARE OF OR THAT WE
CURRENTLY CONSIDER IMMATERIAL ALSO MAY BECOME IMPORTANT FACTORS
THAT AFFECT US.  AN INVESTMENT IN OUR STOCK IS A HIGH RISK
INVESTMENT, AND YOU SHOULD BE PREPARED TO SUFFER A LOSS OF YOUR
ENTIRE INVESTMENT.

     THIS PROSPECTUS ALSO CONTAINS FORWARD LOOKING STATEMENTS
THAT INVOLVE RISKS AND UNCERTAINTIES.  OUR ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD LOOKING
STATEMENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING THE RISKS
FACED BY US DESCRIBED BELOW AND ELSEWHERE IN THIS PROSPECTUS.

                  RISKS RELATED TO OUR BUSINESS

     WE HAVE A HISTORY OF LOSSES, WE EXPECT THAT LOSSES WILL
     CONTINUE TO INCREASE FOR THE FORSEEABLE FUTURE - AT LEAST
     THE NEXT SEVERAL YEARS - AND OUR INDEPENDENT ACCOUNTANTS
     HAVE EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO
     CONTINUE AS A GOING CONCERN.

     We have lost money in every period since we started our
current research and development projects - we had an accumulated
deficit of $254.7 million as of December 31, 2001 and $223.7
million as of December 31, 2000. We plan to invest heavily to
continue to develop our environmental and biomedical products and
to continue manufacturing and marketing of those products.  We've
also made investments in other companies because we thought they
would help us generate revenue - so far none have produced
revenue except for INTCO, which is part of our Petrol Rem
operations.    As a result, we expect to continue to lose money
for the foreseeable future - at least for the next several years
- and we expect that the losses will continue to increase.  We
cannot assure you that we will ever achieve or sustain
profitability or that our operating losses will not increase in
the future.  We have received a report from our independent
accountants containing an explanatory paragraph stating that our
historical losses and negative cash flows from operations raise
substantial doubt about our ability to continue as a going
concern.

     WE HAVE A LIMITED OPERATING HISTORY, NO SIGNIFICANT REVENUES
     AND LIMITED EXPERIENCE IN MARKETING THAT MAKES AN EVALUATION
     OF OUR BUSINESS DIFFICULT.

     Although we have been in business for years, we have
never generated any material revenue.  Our revenues have
increased during 2001 - by $4 million over our 2000 revenues -
but not enough to make any significant difference.   The majority
of our activities have been related to the research and
development of products.  Our current management team has limited
experience in manufacturing and marketing biomedical and
environmental products.  Therefore, our historical financial
information is of limited value in evaluating our future
operating results.

     Our target markets - the environmental and health care
markets - change rapidly, and we may not have the experience
necessary to successfully market our products.

     WE  MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO SUPPORT OUR
     OPERATIONS  AND  THAT  ADDITIONAL  FINANCING  MAY   NOT   BE
     AVAILABLE TO US.

     We won't receive any money if you buy the stock offered in
this prospectus - we are registering the stock for our
consultants, and they will get the money if you buy this stock.
Because we don't generate enough money from selling our products
or manufacturing products for other companies, we will need to
sell more securities - either convertible securities like the
preferred stock we discuss in this prospectus, or regular common
stock - in order to continue our business.    Even if we can sell
stock, and we can't assure you that we'll be successful, it may
not be enough to fund our operations until - and unless - we
become profitable.  We cannot quantify the specific amounts we
will need, since the research and development process is subject
to continuous change.  We will need to raise more capital to fund
our operations and our research and development projects, and we
may not be able to find financing when we need it.  If that
happens, we will not be able to continue operations long enough
to bring our products to market, or to market them long enough to
become profitable, and we will have to close some, or all, of our
projects.  Every time we raise money by selling our securities it
causes our existing investors to experience additional dilution.

     WE CANNOT BE SURE HOW LONG IT WILL TAKE TO BRING OUR
     PRODUCTS TO MARKET OR WHETHER THEY WILL EVER BECOME
     PROFITABLE.  WE HAVE ALREADY INVESTED OVER $45 MILLION ON
     PROJECTS, OTHER THAN OUR NONINVASIVE GLUCOSE SENSOR, THAT
     STILL HAVEN'T GENERATED ANY REVENUE.

     Our biomedical products, specifically the hyperthermia
treatment device and the noninvasive glucose sensor, are new
products that are not established in any market.    Our
hyperthermia treatment device is being used in over a dozen
health care institutions, and we hope that we will be able to
convince more institutions to use our device and buy the
disposables that go with it. Although we have started to market
the sensor in Europe, our revenues to date have been minimal -
only about $35,000.  We cannot market the sensor in the U.S.
until we receive FDA approval - and we don't know how much longer
that will take. Even when we are able to manufacture and sell
these devices, we don't know how long it will be before they
become profitable.

     So far, we have already invested over $45 million in various
projects, other than our noninvasive glucose sensor, including
the ViaCirq hyperthermia project, the Petrol Rem environmental
products, the American Inter-Metallics propellant enhancement
project, a metal-coating project and the Rapid HIV test project-
and we still don't have any material revenues from any of those
projects.   The only real revenue we generated at all has been
from the Petrol Rem products. Although Petrol Rem had gross
revenues of about $3.4 million in 2001, those Petrol Rem revenues
were primarily from INTCO - a subsidiary we acquired at the end
of 2000 for a total investment of approximately $1.25 million.
We borrowed money from INTCO's minority shareholder during the
4th quarter of 2001, and that loan is secured by our stock in
INTCO.  If we cannot repay the $500,000 loan when it's due in
April and June 2002, we could lose our INTCO stock.

     WE FACE SERIOUS COMPETITION, AND WE MAY NOT BE ABLE TO
     COMPETE EFFECTIVELY.  IF SOMEONE ELSE DEVELOPS A BETTER
     PRODUCT BEFORE WE DO, WE WON'T BE ABLE TO SELL OUR PRODUCTS
     OR MAKE ANY MONEY.

     The medical device industry and the environmental industry
are very competitive.  Other companies are developing
technologies and devices that will compete with ours.  These
other companies may be further along in their research and
development may be better capitalized, have more sophisticated
equipment and expertise and various other competitive advantages
compared to us.  These other companies may be able to bring their
products to market before we are able to enter the market, which
would have a serious negative impact on our ability to succeed.

     We believe our environmental products are unique in the way
they bioremediate oil spills, but they do compete against
existing oil spill clean up products.  Large, well-established
and well-funded companies own oil clean-up equipment and they use
products other than ours.  In order to compete effectively with
those existing companies, we will need to convince them that our
product is better for the environment and cost-effective for
them. So far, we have only made a little progress in that
direction; if we cannot ultimately convince them to use our
products, we will not be successful.

     Our hyperthermia device is a new technology, which will
compete against other, well-established forms of cancer
treatment.  If we cannot convince the medical community that our
product offers superior alternatives, we will not succeed with
that device. Many of the large biomedical companies are funding
research into noninvasive glucose measurement, and one of them
might beat us to the market.  Our sensor will also compete
against existing finger-prick technology, which is already well
established.  If we cannot convince diabetics that our device is
superior, we will not be able to sell our sensor.

     OUR PRODUCTS ARE THE TYPE THAT CAN BECOME OBSOLETE, AND NO
     LONGER COMPETITIVE.  IF THEY BECOME OBSOLETE, WE CAN'T SELL
     THEM.

     Both the medical device and environmental industries are
subject to rapid technological innovation and change.  Although
we are not currently aware of any new product or technology that
would make our products obsolete, it is always possible.  Future
technological developments could make our products significantly
less competitive or even no longer marketable.

     OUR PATENTS ARE IMPORTANT TO US - IF OUR PATENTS ARE
     CHALLENGED OR INFRINGED UPON, WE MIGHT NOT BE ABLE TO AFFORD
     TO FIGHT FOR THEM.  IF WE CAN'T PROTECT OUR PATENTS, WE
     WON'T BE ABLE TO SELL OUR PRODUCTS SUCCESSFULLY.

     We hold patents on many of our products, as well as
trademarks on the names of our products and procedures.  We try
to file patent applications when we believe they are necessary,
both in the U.S. and in foreign countries where we seek to do
business.  However, we cannot assure you that future patents will
be granted, or that our existing patents will not be challenged
or circumvented by a competitor.  If any of our critical patents
are challenged, or if someone accuses us of infringing upon their
patents, it would be expensive and time-consuming to defend those
charges, and our projects could be delayed.  Similarly, if
someone else infringes upon one of our patents, it would be
expensive and distracting for us to challenge them.

     If our patents are challenged or infringed upon, we might
not be able to enter the market without a long legal battle to
determine which patent has priority.  This type of delay and
expense would hurt our ability to successfully market our
products.

     WE ARE DEPENDENT UPON HEALTH INSURANCE REIMBURSEMENT FOR OUR
     BIOMEDICAL DEVICES, AND WE MAY NOT BE ABLE TO OBTAIN THAT
     REIMBURSEMENT.

     Our biomedical products are subject to the reimbursement
policies of insurance companies and Medicare.  The doctors and
patients who want to use our devices will not be able to pay for
them without reimbursement from their health insurance providers.
If we are not able to convince those insurance providers that our
devices are eligible for reimbursement, we will not succeed.

     WE  HAVE ACQUIRED COMPANIES THAT ARE NOT PROFITABLE OR WORTH
     WHAT WE ORIGINALLY ESTIMATED.

     Our officers and directors have discretion in how to spend
the money we raise.  One of the ways they have used part of the
money is to acquire interests in other companies.  So far, none
of our investments in other companies have helped generate
revenue, except for INTCO.  We have also acquired companies that
do not generate revenue, even though we project that they will.
In the past, we have invested in companies that are not worth
what we paid for them, and we have lost our investment.

     For example, we purchased a majority interest in a metal-
coating company in 1998 - because it did not perform the way we
expected, we had to write-off our entire investment, including a
$4.4 million write down in 1999.  You should carefully review our
financial statements for more detailed information on the
investment and the write-downs.   We cannot guarantee that we
will not make the same mistake in the future.

     WE MAY BE DISTRACTED OR SUFFER LOSSES DUE TO LEGAL
PROCEEDINGS.

     We are involved in several legal proceedings.  Although we
cannot project how they will be resolved, you should know that we
might suffer losses depending upon the outcome.  Both the
Pennsylvania Securities Commission and the U.S. Attorneys' office
are investigating us, and we have provided them with the
information they requested.  We don't know how much longer these
investigations will last, and we don't know how they will be
resolved.  If either one of these investigations results in
findings that we, or someone we're responsible for, violated the
law, we could suffer significant monetary damages, harm to our
reputation, or the loss of the services of key employees.  We
don't know what those damages might be, but they could include
fines or restrictions on how we are allowed to do business in the
future.

     These legal proceedings cost us money, mostly in legal fees,
that we could be using for our projects.  Even if we don't have
to pay any money or suffer any other damages as a direct result
of these proceedings, you should be aware that we might be
distracted from our other responsibilities while we deal with
these legal matters, and that distraction could also hurt us.
We settled our class action lawsuit for a total of $3.675
million.  We have paid all but $425,000 of that settlement.

     WHEN  WE  SELL  STOCK  OR  CONVERTIBLE  SECURITES  LIKE  OUR
     DEBENTURES  OR  PREFERRED  STOCK, IT  DILUTES  OUR  EXISTING
     STOCKHOLDERS.  WE HAVE ALREADY SUFFERED SIGNIFICANT DILUTION
     AND WE KNOW THAT IT WILL CONTINUE.

     Each time we sell and issue stock, it dilutes the holdings
of our existing stockholders. Since 1989, and through December
2001, we, along with Diasense, have raised over $183 million in
private and public offerings.   We have already issued almost 2.5
billion shares of stock and we plan to issue more, since that's
the only way we can survive until - and if - our product sales
can support our operations.  Dilution occurs when more shares are
issued to own the same company - it means that when we issue more
stock, our previous stockholders own a smaller piece of our
company than they did before the new shares were issued.  When we
sell stock, or we sell convertible securities like preferred
stock or debentures, we have to issue more shares of stock upon
the sale or the conversion.  We plan to raise more money by
selling more stock.  You should know that your ownership in our
company will continue to be diluted - significantly - each time
we sell and issue more stock.

     For example, this chart shows the money we've raised by
selling stock and other securities, like debentures, during the
last three years, along with the total number of shares
outstanding at the end of each year:

        YEAR  FUNDS              NUMBER OF SHARES
              RAISED               OUTSTANDING
                                   AT YEAR END

        1999  $30.7 million        956,100,496

        2000  $29.9 million      1,383,714,167

        2001  $23.8 million      2,450,631,119

     You can see that, as we raise more money, the total number
of our shares outstanding increases dramatically.  As long as we
continue to raise money by selling stock - and that is our
intention - this dilution will continue.

     WE WILL PROBABLY NEED TO AUTHORIZE MORE STOCK, AND THAT WILL
     CAUSE MORE DILUTION.

     Our stock has been recently trading at prices around $.02
per share.  If our stock price does not increase, and we have no
way of knowing whether it will, we will need to authorize more
stock so we can sell it to raise money.  Taking these steps -
having a meeting to ask for more shares, and filing a new
registration statement - will take time, and will delay our
access to additional funds.  If our shareholders don't approve
the additional stock, and we can't find other ways to raise
money, we may not be able to continue to operate.

     BECAUSE  WE  HAVE SOLD CONVERTIBLE DEBENTURES AND  PREFERRED
     STOCK, IT COULD HAVE A NEGATIVE IMPACT ON OUR STOCK PRICE.

     One way we raise money is by selling convertible securities,
like convertible debentures or convertible preferred stock.  Our
convertible securities have no minimum conversion price, so if
our stock price is low when they are converted, we have to issue
more stock than if our stock price was higher.   Sometimes, our
stock price is rising, so that when the securities are converted,
the market price is higher than when we sold the securities - but
if our stock price falls, the conversion price is lower than the
stock price when we sold the securities.

     Our Series G, H and J preferred stock have minimum holding
periods from 30 to 75 days, and are convertible into our common
stock at discounts to our market price of 20% to 24%.

     The following table shows the total amount of our $5,265,000
Series G preferred stock, which is convertible at a 24% discount,
and our $1 million Series H and $375,000 Series J preferred
stock, both of which are convertible at a 20% discount, plus
examples of how many shares of stock we'd have to issue upon
conversion depending on the discount and our stock's market
price.

                  Discount  5-day    Conversion    Number of
        Amount       to      Avg.                   Shares
                   Market   Market      Price     Issued Upon
                   Price     Price                 Conversion

      $1,375,000    20%      $.05       $.04       34,375,000
      $1,375,000    20%      $.01       $.008     171,875,000
      $5,265,000    24%      $.05       $.038     138,552,631
      $5,265,000    24%      $.01       $.007     752,142,857

     You should know that the lower our stock price, the more
shares we have to issue to raise money, and the more shares we
have to issue, the more diluted your ownership will become.

     This prospectus also includes common stock to cover
conversions of our Series I preferred stock.  The Series I
preferred stock is convertible into common stock based on a 5-day
average market price with no discount.   The following table
shows the total amount of our $2 million Series I preferred stock
and examples of how many shares of stock we'd have to issue
depending on our stock's market price.

                     5-day   Conversion      Number of
        Amount        Avg.                    Shares
                     Market    Price        Issued Upon
                     Price                   Conversion

      $2,000,000     $.05      $.05          40,000,000
      $2,000,000     $.01      $.01         200,000,000

     Our Series K convertible preferred stock is convertible into
our common stock at a 10% discount to an average market price of
our common stock over the previous 22 days.  Our Series K
preferred will be issued in various amounts up to approximately
$3 million per month.  The following table shows examples of the
number of shares we'd have to issue based on dollar amounts of $1
million to $3 million at different average market prices.

                  Discount  22-day  Conversion     Number of
        Amount       to       Avg.                  Shares
                   Market    Market   Price       Issued Upon
                   Price     Price                 Conversion

      $1,000,000    10%       $.05    $.045        22,222,222
      $1,000,000    10%       $.01    $.009       111,111,111
      $2,000,000    10%       $.05    $.045        44,444,444
      $2,000,000    10%       $.01    $.009       222,222,222
      $3,000,000    10%       $.05    $.045        66,666,666
      $3,000,000    10%       $.01    $.009       333,333,333

     OUR  COMPANY AND ITS AFFILIATES ARE SUBJECT TO CONFLICTS  OF
     INTEREST

     Fred E. Cooper, Anthony J. Feola, Glenn Keeling and Michael
P. Thompson are employed by BICO, and are also officers and/or
directors of our affiliates and subsidiaries, Diasense, Inc.,
Petrol Rem, Inc., ViaCirq, Inc., and Rapid HIV Detection Corp.
These people are subject to competing demands and may face
conflicts of interest.  The good faith and integrity of these
members of management is of utmost importance to our business and
operations.

     BICO owns 52% of Diasense; 75% of Petrol Rem, 99% of
ViaCirq; and 75% of Rapid HIV Detection Corp.  All of these
officers own stock or warrants in Diasense, Petrol Rem or
ViaCirq:

          Diasense -Mr. Cooper owns 22,000 shares of stock and
          warrants to purchase 1,680,045 shares at $.50 to $1 per share;
          Mr. Feola owns 20,000 shares of stock and warrants to purchase 1
          million shares at $.50 per share; Mr. Keeling owns 100,000 shares
          of stock and warrants to purchase 300,000 shares at $.50 per
          share; and Mr. Thompson owns warrants to purchase 200,000 shares
          at $.50 per share.

          Petrol Rem - Mssrs. Cooper and Feola own warrants to
          purchase 1 million shares of stock at $.10 per share; Mr. Keeling
          owns warrants to purchase 500,000 shares of stock at $.10 per
          share; and Mr. Thompson owns warrants to purchase 200,000 shares
          at $.10 per share.

          ViaCirq - Mr. Cooper owns warrants to purchase 1.25 million
          shares of stock at $.10 per share; Mr. Feola owns warrants to
          purchase 750,000 shares of stock at $.10 per share; Mr. Keeling
          owns warrants to purchase 1.25 million shares of stock at $.10
          per share; and Mr. Thompson owns warrants to purchase 100,000
          shares of stock at $.10 per share.  ViaCirq also has an Incentive
          Stock Option Plan; although the options have been authorized, the
          exercise price has not yet been set.  Mr. Cooper owns options to
          purchase 100,000 shares of stock; Mr. Keeling owns options to
          purchase 125,000 shares of stock; and Mr. Thompson owns options
          to purchase 10,000 shares of stock.

     Conflicts of interest could arise if one or more of our
officers act in a way that benefits them and hurts BICO or
another one of our subsidiaries.  To protect ourselves, we
require that any action that benefits any individual executive
officer or director of any of our companies has to be approved by
a majority of the disinterested directors.  We also make sure
that each of our boards of directors includes outside directors -
people who are not employees - and those outside directors must
approve any action that might present a conflict.  For example,
if BICO issues warrants or loans money to Mssrs. Cooper, Feola or
Keeling, who are BICO directors, BICO's other disinterested
directors, including the outside directors, must approve the
warrants or loans first.  The same policy applies to Diasense,
Petrol Rem and ViaCirq.  We believe this policy helps avoid
conflicts that could hurt us.

     WE DEPEND ON OUR KEY OFFICERS, AND WE WOULD SUFFER IF THEY
LEFT.

     We are dependent upon our key officers: Fred E. Cooper, our
CEO; Anthony J. Feola, our COO, Michael P. Thompson, our CFO, and
Glenn Keeling, the CEO of ViaCirq.  We do not have any key-man
life insurance on these men, and our business would suffer if
they left for any reason.

     WE  ARE DEPENDENT UPON EMPLOYEES AND INDEPENDENT CONTRACTORS
     WHO ARE DIFFICULT TO REPLACE.

     Because we are developing new technologies, devices and
engineering methods, we depend on certain employees and
independent contractors who may not devote their full-time
efforts to our operations.  We depend on some of our employees
who have a specific expertise that is not common.  We also need
independent contractors to assist us in areas where our employees
do not have the necessary expertise.  If we lose the services of
any of these employees or independent contractors and are unable
to replace them, our business could suffer.

     WE  SOMETIMES NEED SUPPLIERS AND PARTS THAT ARE DIFFICULT TO
     FIND.

     Our products involve designs that are new, and we often need
to have component parts fabricated especially for our
experimentation, testing and development.  Suppliers for these
parts are not always readily available, or available at all, so
we have to create the parts in-house.  This can result in delays
in our development - so far, these delays have not been material
- but we cannot assure you that they won't be material in the
future.  If we are unable to obtain a supplier or create the
necessary parts ourselves, we have to redesign the product, which
also results in significant delays.  Although we try to minimize
our dependence on custom parts when we design products,
unforeseeable problems can arise which negatively affect our
operations.

     WE HAVE LIMITED COMMERCIAL MANUFACTURING EXPERIENCE, WHICH
     MAKES IT HARDER FOR US TO COMPETE WITH MORE EXPERIENCED
     MANUFACTURERS.

     We have a contractual duty to manufacture our medical
devices.  We have leased space, which has been modified, for our
manufacturing needs, but our current management team has limited
experience with large-scale commercial manufacturing.  If we are
not able to hire the right people, or to provide manufacturing
expertise ourselves, we will not be able to successfully
manufacture our biomedical devices, even if they are approved for
sale in the U.S., or even if we are able to make sales.

     WE  CANNOT  SELL PRODUCTS WITHOUT GOVERNMENT  APPROVAL.   WE
     HAVE BEEN, AND CONTINUE TO BE, INVOLVED IN A LONG, EXPENSIVE
     GOVERNMENTAL  APPROVAL PROCESS THAT WE MUST COMPLETE  BEFORE
     WE CAN SELL OUR PRODUCTS.

     The Food and Drug Administration and other federal and state
agencies control many of our products.  FDA approval is necessary
to market our biomedical products in the U.S.  If we do not get
approval, we cannot sell our products in the U.S.

     We are currently conducting clinical trials for our
noninvasive glucose sensor - these trials will continue through
2002, and we hope to have FDA approval once the trials are
completed and the results are submitted.  We have suffered
significant delays in the FDA approval in the past - those delays
occurred for several reasons, including the following.   The FDA
did not give us a decision on the 510(k) Notification we
submitted in 1994 until 1996.  In 1996, after the FDA's panel
refused to approve our submission, the FDA told us to make a
different filing, on a PreMarket Approval Application - known as
a PMA.  Rather than immediately pursue the PMA, we decided to
focus on getting certification to sell our sensor in Europe,
which we completed in June 1998.  We had serious cash flow
problems in 1998, and it delayed all of our projects further.
Late in 1998 and early 1999, we started the PMA process.  We
filed the first module of our PMA in May 1999 and the second
module in May 2000.  The FDA asked for more information in
September 1999, and we responded.  Then, in November 1999, the
FDA asked for additional information.  We finished compiling all
that additional information, and in July 2000 we submitted an
Investigational Device Exemption to the FDA that included the
protocol for our clinical trials.  An Investigational Device
Exemption is a request to the FDA for approval to conduct
clinical trials on a device that is not FDA-approved.  Once the
FDA approved the protocol for our clinical trials, those trials
began in 2000.

     Once we complete our clinical trials, we will submit the
data to the FDA.  We are working with outside biomedical
consultants to help us obtain FDA approval following these
clinical trials; however, we cannot assure you when or if that
will happen.

     TERRORISM AND OTHER INTERNATIONAL TRAGEDIES

     The tragedy of September 11, 2001 had a profound impact on
everything, including the stock market.  In addition to the risks
we all face of death and property destruction due to acts of
terrorism, we also face economic risks as a company.  There is no
way of knowing whether additional terrorist acts will occur,
whether those acts will result in the closing of stock markets
and the decline in overall market values, or what those impacts
might mean to us.

     IF  WE ARE HIT WITH PRODUCT LIABILITY CLAIMS THAT EXCEED OUR
     INSURANCE, WE WILL HAVE TO PAY THE EXCESS.

     We don't have any current product liability claims against
us, but we are engaged in activities that involve testing and
selling biomedical devices.  These kinds of activities expose us
to product liability claims.  We currently have $10,000,000 in
product liability insurance.  If a claim against us is successful
and exceeds that amount, we could be liable for the balance.

                 RISKS RELATED TO THIS OFFERING

     OUR  COMMON  STOCK MAY BE VOLITILE, WE DO NOT  TRADE  ON  AN
     ESTABLISHED STOCK EXCHANGE, AND YOU MAY NOT BE ABLE TO  SELL
     YOUR STOCK AT OR ABOVE YOUR PURCHASE PRICE.

     Our stock currently trades on the electronic bulletin board,
which is not a formal stock exchange.  As a result, it may be
more difficult to obtain trading information than if our stock
still traded on the Nasdaq.  Because our stock price did not meet
the Nasdaq Small-Cap market requirements implemented in 1998, we
were delisted and we're no longer able to trade there.  Although
we have maintained acceptable trading volume since we left
Nasdaq, we cannot assure you that our trading volume will
continue.  As a result, you may be unable to sell your stock when
you want to sell it.  In addition, our stock price has fluctuated
significantly, and you may not be able to sell your stock at or
above your purchase price when you are ready to sell

     OUR  STOCK  IS  CONSIDERED PENNY STOCK, SO IT'S  SUBJECT  TO
     REGULATIONS  THAT COULD MAKE IT MORE DIFFICULT  FOR  YOU  TO
     SELL YOUR STOCK.

     Our  stock is considered penny stock because of its low price.
The  penny  stock low-priced securities regulations could  affect
the way you sell your stock, and the way our stock is sold. These
regulations   require  broker-dealers  to   disclose   the   risk
associated  with  buying  penny  stocks  and  to  disclose  their
compensation for selling the stock.

     The  regulations  may have the effect of discouraging  brokers
from  trading  our  stock.     For example, brokers  selling  our
stock  have to obtain a written agreement from the purchaser  and
determine  that  our  stock  is a suitable  investment  for  that
purchaser.  Many  brokers  will not want  to  bother  with  those
requirements, so they won't sell our stock, and that could reduce
the  level of trading activity, making it more difficult for  you
to sell your stock.

     THE VOLATILITY OF OUR COMMON STOCK COULD EXPOSE US TO
     SECURITIES LITIGATION.

     In the past, following periods of volatility in the market
price of a company's securities, securities class action suits
have been filed.  Due to the historic volatility of our common
stock, we may be particularly susceptible to this kind of
litigation.  If it were to happen to us, the litigation would be
expensive and would divert our management's attention from
business operations.  Any litigation that resulted in a finding
of liability against us would adversely affect our business,
prospects and financial condition, along with the price of our
stock.  We have already been the subject of one class action
lawsuit, which was filed in 1996.  We settled that lawsuit in
2000 for a total of $3,675,000,and we are still making payments
to pay that amount.  We have paid all but $425,000 of that
settlement.

     THE WAY WE SELL AND ISSUE STOCK COULD HAVE AN ANTI-TAKEOVER
     EFFECT.

     We sold convertible preferred stock and we intend to
continue to sell stock to raise money to fund our operations.
When we issue those additional shares of common stock, either
from conversions of preferred stock, or from sales of stock, the
stock could be used to oppose or delay a hostile takeover attempt
or delay or prevent changes in control or in our management. For
example, without further stockholder approval, our board of
directors could strategically sell stock to purchasers who would
oppose a takeover or a change in our management.  Although our
sales of stock are based on our business and financial needs, and
not on the threat of a takeover, you should be aware that it
could have an anti-takeover effect.  We are not aware of any
takeover attempts, but if a takeover was proposed, it could mean
you might be offered a premium for your stock over the market
price - but the way we issue and sell our stock could discourage
a takeover attempt.

                STOCK COVERED BY THIS PROSPECTUS

Consulting Service Agreement

     On March 25, we entered into a consulting services agreement
with   John  Canouse.     Mr.  Canouse  will  provide  consulting
services  to  us regarding marketing our products  and  projects;
public   relations;   strategic  planning;  and   our   continued
evaluation  of  our  operations, projects and products.  We  have
agreed  to issue to Mr. Canouse 100 million shares of our  common
stock  in  consideration for providing these services, and  we've
also  agreed to register that common stock on his behalf.  A copy
of the agreement is attached as an exhibit.

Federal Income Tax Effects

     The  following  discussion applies to the issuance  of  the
stock and is based on federal income tax laws and regulations  in
effect  on  December  31, 2001.  It does  not  purport  to  be  a
complete  description of the federal income tax  consequences  of
the  issuance,  nor does it describe the consequences  of  state,
local  or  foreign  tax  laws that may be applicable.   You  must
consult  with  your  own tax advisor before making  any  decision
regarding our stock.

     If  you receive stock as compensation, you must include  in
your  gross  income the excess of the fair market  value  of  the
property  received over the amount, if any, paid for the property
in  the  first taxable year in which beneficial interest  in  the
property  either  is  "transferable"  or  is  not  subject  to  a
"substantial  risk  of  forfeiture."   A  substantial   risk   of
forfeiture  exists  where  rights and  property  that  have  been
transferred  are  conditioned, directly or indirectly,  upon  the
future   performance   (or  refraining   from   performance)   of
substantial  services  by any person,  or  the  occurrence  of  a
condition  related  to  the  purpose of  the  transfer,  and  the
possibility of forfeiture is substantial if such condition is not
satisfied.  If you are a person who is subject to the short swing
profit  recovery rule of Section 16(b) of the Securities Exchange
Act  of  1934, your stock is considered subject to a  substantial
risk  of  forfeiture so long as the sale of such  property  at  a
profit  could subject the stockholder to suit under that section.
Your rights are treated as transferable if and when you can sell,
assign, pledge or otherwise transfer any interest in the stock to
any  person.   If  you would not be subject to  the  short  swing
profit  recovery rule of Section 16(b) of the Securities Exchange
Act  of 1934 and the stock will be currently transferable and not
subject  to  a  substantial  risk of  forfeiture,  you  would  be
obligated to include in gross income the fair market value of the
stock.

Restrictions Under Securities Laws

     The  sale  of  the  stock must be made in  compliance  with
federal  and  state securities laws.  Although we don't  plan  to
issue  stock from the plan to our officers, directors and 10%  or
greater shareholders, as well as certain other persons or parties
who  may  be  deemed  to be "affiliates" of  ours  under  federal
securities  laws, you should be aware that resales by  affiliates
can only be made pursuant to an effective registration statement,
Rule  144 or other applicable exemption.  Our officers, directors
and  10%  and  greater stockholders may also be  subject  to  the
"short  swing"  profit rule of Section 16(b)  of  the  Securities
Exchange Act of 1934.

                      PLAN OF DISTRIBUTION

     The stock covered by this prospectus may be distributed from
time  to  time  by  the  selling  stockholders  in  one  or  more
transactions that may take place on the over-the-counter  market.
These   include   ordinary   broker's  transactions,   privately-
negotiated  transactions or through sales to one or more  broker-
dealers  for  resale  of  these shares as principals,  at  market
prices  existing  at  the  time of sale,  at  prices  related  to
existing  market  prices, through Rule  144  transactions  or  at
negotiated   prices.    Usual  and  customary   or   specifically
negotiated  brokerage fees or commissions  may  be  paid  by  the
selling stockholder in connection with sales of securities.

     The  selling stockholders may sell the stock in one or more
of  the  following  methods, which may include crosses  or  block
transactions:

          through the "pink sheets", on the over-the-counter
          Bulletin  Board,  or  on  such exchanges  or  over-the-
          counter  markets on which our stock may be listed  from
          time-to-time, in transactions which may include special
          offerings,  exchange  distributions  and/or   secondary
          distributions, pursuant to and in accordance  with  the
          rules   of   such   exchanges,   including   sales   to
          underwriters  who  acquire the  shares  for  their  own
          account and resell them in one or more transactions  or
          through brokers, acting as principal or agent;

          in transactions other than on such exchanges or in
          the  over-the-counter market, or a combination of  such
          transactions,  including sales through brokers,  acting
          as  principal  or agent, sales in privately  negotiated
          transactions, or dispositions for value by any  selling
          stockholder  to  its  partners or members,  subject  to
          rules relating to sales by affiliates;

          through  the  issuance  of securities  by  issuers
          other  than us, convertible into, exchangeable for,  or
          payable in our shares; or

          through  the  writing of options  on  our  shares,
          whether  or not such options are listed on an exchange,
          or other transactions requiring delivery of our shares,
          or  the  delivery of our shares to close  out  a  short
          position.

     Any  such  transactions may be effected  at  market  prices
prevailing  at  the  time  of sale, at  prices  related  to  such
prevailing  market  prices,  at negotiated  prices  or  at  fixed
prices.

     In  making  sales, brokers or dealers used by  the  selling
stockholders  may  arrange  for  other  brokers  or  dealers   to
participate.   The selling stockholders and others  through  whom
such securities are sold may be "underwriters" within the meaning
of the Securities Act for the securities offered, and any profits
realized  or  commission received may be considered  underwriting
compensation.

     At the time a particular offer of the securities is made by
or on behalf of the selling stockholders, to the extent required,
a prospectus is to be delivered.  The prospectus will include the
number  of shares of common stock being offered and the terms  of
the  offering,  including the name or names of any  underwriters,
dealers or agents, the purchase price paid by any underwriter for
the   shares   of  common  stock  purchased  from   the   selling
stockholders,  and  any  discounts,  commissions  or  concessions
allowed or reallowed or paid to dealers, and the proposed selling
price to the public.

     Sales of securities by the selling stockholders and  us  or
even  the potential of these sales may have a negative effect  on
the  market  price  for shares of our common stock.   You  should
carefully review the Risk Factors section that begins on the  2nd
page of this prospectus.

                    DESCRIPTION OF SECURITIES

     Our authorized capital currently consists of 4 billion shares of
common stock, par value  $.10 per share and 500,000 shares of
cumulative preferred stock, par value $10.00 per share.

   Preferred Stock

     Our Articles of Incorporation authorize the issuance of a
maximum of 500,000 shares of cumulative convertible preferred
stock, and authorize our board of directors to define the terms
of each series of preferred stock.  In 2001 and 2002, our board
of directors authorized the creation of five new series of
convertible preferred stock - series G, H, I, J and K.  The
certificates of designation for each series - the corporate
document that defines the terms of those series of preferred
stock - are all filed as exhibits to this registration statement.
As of March 29, 2002 we had a total of 32,280 shares of our
preferred stock outstanding, as follows:

    10,530 shares of Series G
     2,000 shares of Series H
     4,000 shares of Series I
       750 shares of Series J
    15,000 shares of Series K

     None of our convertible preferred stock is secured by any of
our assets.  Each share of our preferred stock has a designated
value of $500 per share.  There is no minimum conversion price,
so the lower the bid price of our stock, the more shares we will
need to issue when our preferred stock is converted - there is no
limit on the number of shares of our common stock that our
preferred stock can be converted into.  This means that, if our
stock price is low, the preferred stockholders could own a large
percentage of our outstanding common stock - except that they
have each agreed not to own more than 5% of our common stock at
any one time.  We only sold our preferred stock to accredited
investors.  We can redeem our preferred stock.  This prospectus
includes common stock that we will issue when our preferred stock
is converted. You should carefully review our Risk Factors
section for more risks associated with our preferred stock, and
the impact of conversions on your stock.

     Each series of preferred stock has its own minimum holding
period and each series defines its conversion price.  Copies of
our preferred stock documents are attached to this prospectus as
exhibits.

     Our series G preferred stock has a minimum holding period of
     the earlier of: 60 days from issuance or the date this
     registration statement is declared effective by the SEC.  The
     series G preferred is convertible into our common stock at a 24%
     discount to the 5-day average of our closing bid price
     immediately prior to conversion.

     Our series H preferred stock has a minimum holding period of
     the earlier of:  75 days from issuance or 35 days after the date
     this registration statement is declared effective by the SEC.
     The series H is convertible into our common stock at a 20%
     discount to the 5-day average of our closing bid price
     immediately prior to conversion.

     Our Series J preferred stock has a minimum holding period of
     30 days from issuance and is convertible into our common stock at
     a 20% discount to the 5-day average of our closing bid price
     immediately prior to conversion.

     We raised a total of $6,640,000 from selling our series G, H
and J preferred stock.

     We issued 4,000 shares of our series I preferred stock to Mr.
and Mrs. Farrell Jones as part of a renegotiation and settlement
of amounts due in connection with our purchase of ICTI back in
1998.  Even though we wrote off that entire investment, we still
owed the Joneses a total of $5,450,348.  In December 2001, we
finalized an agreement with the Joneses to decrease the amount
owed to a total of $2,887,500.  Of that total, $2 million was
applied when we issued them the 4,000 shares of series I
preferred stock.  The series I preferred is convertible at any
time into our common stock based on the 5-day average of our
closing bid price immediately prior to conversion.   None of the
series I has been converted to date. We don't have any other
relationship with the Joneses other than these remaining issues
from the ICTI transaction. You should review our management's
discussion and analysis section for more information on the
settlement with the Joneses.

     In February 2002, we accepted a $25 million funding
commitment from J.P. Carey Asset Management, LLC, a Georgia
corporation.  The initial funding from this commitment is through
J.P. Carey Asset Management's purchase of $7.5 million of our
Series K preferred stock.   The $7.5 million is in escrow, and we
will not begin to receive it until the registration statement
covering the shares of common stock is declared effective by the
SEC.  We agreed to register the underlying common stock for them,
and that stock is included in a registration statement and
prospectus we filed On April 1, 2002.  We will receive funds,
about once a month, based on the following formula.  Based on
that formula, we would have received about $1.7 million in mid-
March 2002.  If our stock price and/or our trading volume
decrease, we would have to request less.

     First, compute the daily trading value for our stock: the
     closing bid price times that days' volume

     Second, compute that daily trading value for the 22 trading
     days prior to conversion

     Third, take the average of those 22 days trading value

     Finally, multiply that 22-day average by 6.

     The conversion price for the Series K preferred is based on a
10% discount to the average of the lowest 3 consecutive closing
bid prices during the 22 days prior to conversion.  For example,
if conversion had occurred on March 28, 2002, it would have been
at a 10% discount to the average closing bid prices on March 6, 7
and 8, 2002.  That price, after the discount, would be $0.0158
per share.  If our stock price drops, the conversion price per
share will also drop.

Common Stock

     Holders of our common stock are entitled to one vote per
share for each share held of record on all matters submitted to a
vote of stockholders.  Holders of our common stock do not have
cumulative voting rights, and therefore the holders of a majority
of the shares of common stock voting for the election of
directors may elect all of the directors, and the holders of the
remaining common stock would not be able to elect any of the
directors.  Subject to preferences that may be applicable to the
holders of our preferred stock, if any, the holders of our common
stock are entitled to receive dividends that may be declared by
our board of directors.

     In the event of a liquidation, dissolution or winding up of
our operations, whether voluntary or involuntary, and subject to
the rights of any preferred stockholders, the holders of our
common stock would be entitled to receive, on a pro rata basis,
all of our remaining assets available for distribution to our
stockholders.  The holders of our common stock have no
preemptive, redemption, conversion or subscription rights.  As of
December 31, 2001, we had 2,450,631,119 shares of our common
stock outstanding.

Dividends

     We have not paid cash dividends on our common stock, with the
exception of 1983, since our inception.  We do not anticipate
paying any dividends at any time in the foreseeable future.  We
expect to use any excess funds generated from our operations for
working capital and to continue to fund our various projects.

     Our Articles of Incorporation restrict our ability to pay cash
dividends under certain circumstances.  For example, our board
can only declare dividends subject to any prior right of our
preferred stockholders to receive any accrued but unpaid
dividends.  In addition, our board can only declare a dividend to
our common stockholders from net assets that exceed any
liquidation preference on any outstanding preferred stock.

Employment Agreement Provisions Related to Changes in Control

     We have employment agreements with change in control
provisions with the following officers: Fred E. Cooper, Anthony
J. Feola, Glenn Keeling and Michael P. Thompson.  The agreements
provide that in the event of a "change of control," we must:
issue to Mr. Cooper shares of common stock equal to 5%; issue to
Mr. Feola 4%; issue to Mr. Keeling 3%; and issue to Mr. Thompson
2% each of our outstanding shares of common stock. For purposes
of these agreements, a change of control is deemed to occur: when
20% or more of our outstanding voting stock is acquired by any
person; or when 1/3 or more of our directors are not continuing
directors, as defined in the agreements; or when a controlling
influence over our management or policies is exercised by any
person or by persons acting as a group within the meaning of the
federal securities laws.

Warrants

     As of December 31, 2001, we had outstanding warrants - most
of which are not currently exercisable - to purchase 96,136,560
shares of our common stock.  These warrants have exercise prices
ranging from $.015 to $3.20 per share and expiration dates
through December 4, 2006, and are held by members of our
scientific advisory board, certain employees, officers,
directors, loan guarantors, and consultants.  As of December 31,
2001, many of our outstanding warrants were not currently
exercisable - 82,746,898 warrants were subject to a lock-up
arrangement where the warrant holders agreed not to exercise them
until August 2002.

     Holders of warrants are not entitled to vote, to receive
dividends or to exercise any of the rights of the holders of
shares of our common stock for any purpose until the warrant
holder properly exercises the warrant and pays the exercise
price.

Transfer Agent

     Mellon Investor Services in New York, New York acts as our
Registrar and Transfer Agent for our common stock.  We act as our
own registrar and transfer agent for our preferred stock and
warrants.

                             EXPERTS

     Our consolidated financial statements as of December 31, 2001,
2000 and 1999, all of which included an explanatory paragraph
referring to an uncertainty regarding our ability to continue as
a going concern, incorporated by reference in this prospectus,
have been audited by Goff Backa Alfera & Company, LLC,
independent certified public accountants, as stated in their
report for the year ended December 31, 2001 and have been
included in reliance upon that report given upon the authority of
that firm as experts in auditing and accounting.

           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     We  may  agree  to the terms and conditions upon  which  any
director,  officer,  employee  or  agent  accepts  an  office  or
position with us and in our By-laws, by contract or in any  other
manner  we  may  agree  to indemnify and protect  our  directors,
officers,  employees or agents, or any person who serves  at  our
request  as  a  director, officer, employee or agent  of  another
corporation, partnership, joint venture, trust, employee  benefit
plan or other enterprise, to the fullest extent permitted by  the
corporate  laws  of the Commonwealth of Pennsylvania  (including,
without  limitation,  the statutes, case law  and  principles  of
equity). If the laws (including without limitation, the statutes,
case  law  or principles of equity, as the case may  be)  of  the
Commonwealth of Pennsylvania are amended or changed to permit  or
authorize broader rights of indemnification to any of the persons
referred to in the immediately preceding sentence, then we  shall
be automatically authorized to agree to indemnify such respective
persons  to  the fullest extent permitted or authorized  by  such
law, as so amended or changed, without the need for amendment  or
modification of our articles of incorporation and without further
action by our directors or stockholders.

     Insofar as indemnification for liabilities arising under the
Securities  Act  of  1933, as amended, may be  permitted  to  our
directors,  officers  and  controlling persons  pursuant  to  the
foregoing provisions, or otherwise, we have been advised that  in
the  opinion  of  the  Securities and Exchange  Commission,  this
indemnification  is  against public policy as  expressed  in  the
securities laws, and is, therefore unenforceable.

                             PART II

         INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.   Incorporation of Documents by Reference

     The documents listed below are incorporated by reference in
the Registration Statement.  All documents subsequently filed  by
the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d)  of
the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act"),  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 the Registration Statement and
to be part thereof from the date of filing of such documents.

     The  following documents filed by us with the Commission are
incorporated herein by reference and made a part hereof:

        Our Annual Report on Form 10-K for the fiscal year ended
        December 31, 2001.

        Our Proxy Materials filed October 29, 2001.

     All  reports and documents filed by us pursuant to  Section
13,  14  or 15(d) of the Exchange Act, prior to the filing  of  a
post-effective  amendment  which indicates  that  all  securities
offered hereby have been sold or which deregisters all securities
then  remaining  unsold, shall be deemed to  be  incorporated  by
reference herein and to be a part hereof from the respective date
of  filing  of  such  documents.  Any statement  incorporated  by
reference herein shall be deemed to be modified or superseded for
purposes  of  this  prospectus to the  extent  that  a  statement
contained  herein  or in any other subsequently  filed  document,
which  also  is  or  is  deemed to be incorporated  by  reference
herein,  modifies  or supersedes such statement.   Any  statement
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute part of this prospectus.

     We hereby undertake to provide without charge to each
person, including any beneficial owner, to whom a copy of the
prospectus has been delivered, on the written request of any such
person, a copy of any or all of the documents referred to above
which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents.  Written
requests for such copies should be directed to: Shareholder
Relations Department, BICO, Inc., 2275 Swallow Hill Road,
Building 2500, 2nd Floor, Pittsburgh, PA  15220, by telephone at
412-429-0673 or by fax at 412-279-1367.

ITEM 4.   Description of Securities

      A  description  of BICO's securities is set  forth  in  the
Prospectus incorporated as a part of this Registration Statement.

ITEM 5.   Interests of Named Experts and Counsel

     Sweeney & Associates, P.C. of Pittsburgh, PA, our securities
counsel,  will  pass  on  the validity  of  the  shares  in  this
offering.  M. Kathryn Sweeney owns warrants to purchase 3 million
shares of our common stock at $.05 per share until May 26,  2006;
and warrants to purchase 200,000 shares of Diasense, Inc., one of
our  affiliates, at $.50 per share until April 23, 2006.   Thomas
E.   Sweeney,  Jr.,  Esq.,  a  former  partner,  currently  holds
approximately  5,000 shares of our common stock and  warrants  to
purchase  the  following shares of Diasense,  Inc.,  one  of  our
affiliates:  40,000 shares at $.50 per share  until  October  23,
2003 and 60,000 shares at $1.00 per share until January 6, 2003.

ITEM 6.   Indemnification of Directors and Officers

     We  may  agree  to the terms and conditions upon  which  any
director,  officer,  employee  or  agent  accepts  an  office  or
position with the Company and in our By-laws, by contract  or  in
any  other  manner  we  may agree to indemnify  and  protect  our
directors,  officers,  employees or agents,  or  any  person  who
serves  at our request as a director, officer, employee or  agent
of   another  corporation,  partnership,  joint  venture,  trust,
employee benefit plan or other enterprise, to the fullest  extent
permitted   by   the  corporate  laws  of  the  Commonwealth   of
Pennsylvania  (including, without limitation, the statutes,  case
law  and  principles  of equity). If the laws (including  without
limitation,  the statutes, case law or principles of  equity,  as
the  case may be) of the Commonwealth of Pennsylvania are amended
or   changed   to   permit  or  authorize   broader   rights   of
indemnification  to  any  of  the  persons  referred  to  in  the
immediately  preceding sentence, then we shall  be  automatically
authorized to agree to indemnify such respective persons  to  the
fullest extent permitted or authorized by such law, as so amended
or changed, without the need for amendment or modification of our
Articles  of  Incorporation and without  further  action  by  our
Directors or stockholders.

     Insofar as indemnification for liabilities arising under the
Securities  Act  of  1933, as amended, may be  permitted  to  our
directors,  officers  and  controlling persons  pursuant  to  the
foregoing provisions, or otherwise, we have been advised that  in
the  opinion  of  the  Securities and Exchange  Commission,  this
indemnification  is  against public policy as  expressed  in  the
securities laws, and is, therefore unenforceable.

ITEM 7.   Exemption From Registration Claimed

     Inasmuch  as  the recipients of the stock are knowledgeable
and   sophisticated,  and  had  access  to  relevant  information
pertaining  to  the  Company and had  the  ability  to  fend  for
themselves, the issuance was exempt from registration  under  the
Securities Act of 1933 by reason of Section 4(2) of that act.

ITEM 8.   Exhibits

     5.1  Opinion of Counsel*
     10.3 Consulting Agreement with John Canouse*
     23.1 Consent of Independent Certified Public Accountant*

*Filed herewith

ITEM 9.   Undertakings

     1.   To file, during any period in which offers or sales are
being  made,  a  post  effective amendment to  this  registration
statement:

      (a)  To include any prospectus required by section 10(a)(3) of
           the Securities Act of 1933;

      (b)  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. Notwithstanding the foregoing,
           any increase or decrease in volume of  securities  offered
           (if the total dollar value of  securities offered  would
           not  exceed that which was  registered)  and  any deviation
           from  the  low or high end of  the  estimated  maximum
           offering  range  (if  any)  may  be  reflected  in the form
           of prospectus filed with the Commission pursuant to Rule
           424(b)  if, in  the  aggregate, the changes in volume and
           price represent  no more  than  a 20% change in the maximum
           aggregate offering  price set  forth in the "Calculation of
           Registration Fee" table in  the effective registration
           statement;

      (c)  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 (1)(i) and (1)(ii) do not
apply  if  the registration statement is on Form S-3 or Form  S-8
and  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.

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

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

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

     Insofar as indemnification for liabilities arising under the
Securities  Act of 1933 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 Act against such liabilities (other  than  the
payment by the registrant in the successful defense of an action,
suit  or  proceeding)  is asserted by such director,  officer  or
controlling  person  in  connection  with  the  securities  being
registered,  the registrant will, unless in the  opinion  of  its
counsel,  the  matter has been settled by controlling  precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed  in  the  Act  and  will  be  governed  by  the   final
adjudication of such issue.

                         SIGNATURES

     Pursuant to the requirements of the Securities Act of  1933,
the Registrant has duly caused this registration Statement to  be
signed on its behalf by the undersigned on April 3, 2002.

                         BICO, INC.

                         By:  /s/ Fred E. Cooper
                                  Fred. E. Cooper, director, CEO,
                                  (principal executive officer)

POWER OF ATTORNEY

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

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

     Signature                 Title                         Date

/s/ Anthony J. Feola           senior vice president,        April 3, 2002
Anthony J. Feola               director

/s/ Michael P. Thompson        principal accounting          April 3, 2002
Michael P. Thompson            officer, principal
                               financial officer

/s/ Glenn Keeling              director                      April 3, 2002
Glenn Keeling

/s/ Stan Cottrell              director                      April 3, 2002
Stan Cottrell

/s/ Paul W. Stagg              director                      April 3, 2002
Paul W. Stagg

                                         EXHIBIT 5.1

                   SWEENEY & ASSOCIATES, P.C.
                        7300 Penn Avenue
                      Pittsburgh, PA  15208
                         (412) 731-1000
                    Facsimile: (412) 731-9190

                          April 3, 2002

BICO, Inc.
2275 Swallow Hill Road
Building 2500
Pittsburgh, Pennsylvania 15220

          Re:  BICO (the "Company") Registration Statement on
               Form S-8

Gentlemen:

     This opinion is submitted pursuant to the applicable rules
of the Securities and Exchange Commission with respect to the
registration for public sale of up to 100,000,000 shares of
common stock, $.10 par value ("Common Stock") to be issued by the
Company pursuant to the attached Consulting Services Agreement
with John Canouse.

     In connection therewith, we have examined and relied upon
original, certified, conformed, photostat or other copies of (a)
the Articles of Incorporation, as amended, and Bylaws of the
Company; (b) resolutions of the Board of Directors of the Company
authorizing the various issuances; (c) the Registration Statement
and the exhibits thereto; and (d) such other matters of law as we
have deemed necessary for the expression of the opinion herein
contained.  In all such examinations, we have assumed the
genuineness of all signatures on original documents, and the
conformity to originals or certified documents of all copies
submitted to us as conformed, photostat or other copies.  In
passing upon certain corporate records and documents of the
Company, we have necessarily assumed the correctness and
completeness of the statements made or included therein by the
Company, and we express no opinion thereon. As to the various
questions of fact material to this opinion, we have relied, to
the extent we deemed reasonably appropriate, upon representations
or certificates of officers or directors of the Company and upon
documents, records and instruments furnished to us by the
Company, without independently checking or verifying the accuracy
of such documents, records and instruments.

     Based upon and in reliance of the foregoing, we are of the
opinion that the shares of Common Stock, when issued in
accordance with the terms of the Consulting Services Agreement
with Mr. Canouse, will be validly issued, fully paid and non-
assessable.

     We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.

                                        Sincerely,

                                        /s/ Sweeney & Associates, P.C.
                                        SWEENEY & ASSOCIATES P.C.

                                                   EXHIBIT 10.3

                  CONSULTING SERVICES AGREEMENT

     THIS CONSULTING SERVICES AGREEMENT (the "Agreement") is made
and  entered  into this 25th day of March, 2002, by  and  between
BICO, Inc., a Pennsylvania corporation (the "Company"), with  its
principal  place of business at 2275 Swallow Hill Road,  Building
2500,   Pittsburgh,   PA  15220,  and  John   C.   Canouse   (the
"Consultant"),  an  individual  having  his  principal  place  of
business at 275 Seale Lane, Alpharetta, GA  30022.

                        R E C I T A L S:

      WHEREAS,  the  Company desires to retain the Consultant  to
provide  certain consulting services as hereinafter  specifically
set forth.

       WHEREAS,   the  Consultant  desires  to  provide   certain
consulting services to the Company in accordance with  the  terms
and conditions contained hereinafter.

      NOW, THEREFORE, in consideration of the mutual promises set
forth  herein  and  other  good and valuable  consideration,  the
receipt  and  sufficiency  of which is hereby  acknowledged,  the
parties hereto agree as follows:

       1.     Consulting  Services.   During  the  term  of  this
Agreement,  the Consultant is hereby retained by the  Company  to
provide  consulting  services to the Company including  marketing
its  products and projects; public relations; strategic planning;
and  continued  evaluation of the Companies operations,  projects
and  products.  Unless otherwise agreed to by the Consultant, all
services hereunder shall be performed by the Consultant,  in  his
sole  discretion,  at his principal place of  business  or  other
offices.   Notwithstanding  anything  contained  herein  to   the
contrary,   the  services  to  be  performed  by  the  Consultant
hereunder  may  be performed by any consultant to the  Consultant
who is reasonably qualified to perform such services.

      2.    Compensation.  As full and complete consideration for
the  performance of services hereunder, the Company  shall  issue
the  Consultant 60 million shares (the "Compensation Shares")  of
the Company's common stock.

      3.    Registration of Compensation Shares.  As  a  material
inducement to Consultant to accept the engagement hereunder,  the
Company has agreed to register the Compensation Shares under  the
Securities   Act  of  1933,  as  amended,  or  to   include   the
Compensation Shares in an existing registration statement  so  as
to permit the public resale thereof.

      4.    Representations and Warranties of the  Company.   The
Company represents and warrants hereunder that this Agreement and
the  transactions  contemplated  hereunder  have  been  duly  and
validly  authorized by all requisite corporate action;  that  the
Company  has  the full right, power and capacity to  execute  and
deliver  this  Agreement  and perform its obligations  hereunder;
that  the  execution  and  delivery of  this  Agreement  and  the
performance  by the Company of its obligations pursuant  to  this
Agreement  do not constitute a breach of or a default  under  any
agreement  or instrument to which the Company is a  party  or  by
which it or any of its assets are bound; and that this Agreement,
upon  execution  and delivery of the same by  the  Company,  will
represent  the  valid  and  binding  obligation  of  the  Company
enforceable  in  accordance with its terms.  The  representations
and warranties set forth herein shall survive the termination  of
this Agreement.

      5.   Representations and Warranties of the Consultant.  The
Consultant  represents and warrants hereunder that the Consultant
has  the  full right, power and capacity to execute  and  deliver
this  Agreement and perform his obligations hereunder;  that  the
execution  and delivery of this Agreement and the performance  by
the  Consultant of his obligations pursuant to this Agreement  do
not  constitute a breach of or a default under any  agreement  or
instrument  to  which the Consultant is a party;  and  that  this
Agreement,  upon  execution  and delivery  of  the  same  by  the
Consultant,  will represent the valid and binding  obligation  of
the  Consultant  enforceable in accordance with its  terms.   The
representations and warranties set forth herein shall survive the
termination of this Agreement.

     At all times during the term of this Agreement, Consultant
is and shall be an independent contractor in providing the
consulting services hereunder, with the sole right to supervise,
manage, operate, control, and direct the performance incident to
such services.  Nothing contained in this Agreement shall be
deemed or construed to create a partnership or joint venture, to
create the relationships of employee/employer or principal/agent,
or otherwise create any liability whatsoever as partner, joint
venturer, employer, employee, principal, or agent for either the
Company or Consultant with respect to the indebtedness,
liabilities, or obligations of each other or of any other person
or entity.

       6.    Indemnification.   The  Company  hereby  agrees   to
indemnify,  defend and hold harmless the Consultant, his  agents,
affiliates and consultants, and their successors and assigns from
and  against  any  and  all claims, damages,  losses,  liability,
deficiencies,  actions,  suits,  proceedings,  cost,   or   legal
expenses  (collectively the "Losses") arising out of or resulting
from: (i) any breach of a representation, warranty or covenant by
the  Company contained in this Agreement; or (ii) any  activities
or  services  performed hereunder by the Consultant, unless  such
Losses  were  the result of the intentional misconduct  or  gross
negligence  of  the Consultant; or (iii) any and  all  costs  and
expenses  (including reasonable attorneys' and paralegals'  fees)
related to the foregoing.

      7.    Confidentiality.  The Consultant agrees that all non-
public   information  pertaining  to  the   prior,   current   or
contemplated  business  of the Company constitutes  valuable  and
confidential  assets  of  the Company.   Such  information  shall
include,  without  limitation, information relating  to  customer
lists,   bidding  procedures,  intellectual  property,   patents,
trademarks,  trade secrets, financing techniques and sources  and
such financial statements of the Company as are not available  to
the  public.  Consultant shall hold all such information in trust
and  confidence for the Company and shall not use or disclose any
such  information for other than the Company's business and shall
be  liable for damages incurred by the Company as a result of the
use  or  disclosure of such information by Consultant, his agents
or affiliates, for any purpose other than the Company's business,
except (i) where such information is publicly available or  later
becomes  publicly available other than through a breach  of  this
Agreement,   or  (ii)  where  such  information  is  subsequently
lawfully obtained by Consultant from a third party or parties, or
(iii)  if  such information is known to Consultant prior  to  the
execution of this Agreement, or (iv) as may be required  by  law.
The  Consultant acknowledges and agrees that the Company's remedy
at law for a breach or threatened breach of any of the provisions
of this paragraph would be inadequate and the breach shall be per
se deemed as causing irreparable harm to the Company.

      8.    Termination,  Amendment or  Assignment.   Either  the
Company  or the Consultant may terminate this Agreement  with  30
days'  written  notice  to  the other  party.   No  modification,
waiver, amendment, discharge or change of this Agreement shall be
valid  unless  the  same  is evidenced by a  written  instrument,
executed  by  the party against which such modification,  waiver,
amendment, discharge, or change is sought.  This Agreement is not
assignable by the Consultant without the prior written consent of
the Company, which such consent may not be forthcoming.

      9.   Notices.  All notices, demands or other communications
given  hereunder shall be in writing and shall be deemed to  have
been  duly  given  on  the  day  when  delivered  in  person   or
transmitted by confirmed facsimile transmission or on  the  third
calendar  day  after being mailed by United States registered  or
certified mail, return receipt requested, postage prepaid, to the
addresses  herein above first mentioned or to such other  address
as any party hereto shall designate to the other for such purpose
in the manner herein set forth.

     All notices, requests, demands and other communications
hereunder shall be in writing and shall be personally delivered,
delivered by facsimile or courier service, or mailed, certified
with first class postage prepaid, to the addresses set forth
below:

If to the Company, to:

               BICO, Inc.
               2275 Swallow Hill Road
               Bldg. 2500, 2nd Floor
               Pittsburgh, PA  15220

            Attention:  Fred E. Cooper
            Facsimile Number:  (412) 429-0334
            Phone Number: (412) 429-0673

          If to Consultant, to:

            John C. Canouse
            275 Seale Lane
            Alpharetta, GA 30022
            Facsimile Number:  (404) 816-5339
            Phone Number:  (770) 752-8503

Each such notice shall be deemed to have been given (whether
actually received or not) on the date of actual delivery thereof,
if personally delivered or delivered by facsimile transmission
(if receipt is confirmed at the time of such transmission by
telephone or facsimile machine-generated confirmation), or on the
third day following the date of mailing, if mailed in accordance
with this section, or on the day specified for delivery to the
courier service (if such day is one on which the courier service
will give normal assurances that such specified delivery will be
made).  Any notice, request, demand, or other communication given
otherwise than in accordance with this section shall be deemed to
have been given on the date actually received.  Any party may
change its address for purposes of this section by giving written
notice of such change to all other parties in the manner herein
above provided.

      10.  Entire Agreement.  This Agreement contains all of  the
understandings and agreements of the parties with respect to  the
subject  matter discussed herein.  All prior agreements,  whether
written  or oral, are merged herein and shall be of no  force  or
effect.

       11.    Severability.    The  invalidity,   illegality   or
unenforceability of any provision or provisions of this Agreement
will not affect any other provision of this Agreement, which will
remain  in  full  force  and  effect, nor  will  the  invalidity,
illegality  or unenforceability of a portion of any provision  of
this  Agreement  affect the balance of such  provision.   In  the
event  that any one or more of the provisions contained  in  this
Agreement or any portion thereof shall for any reason be held  to
be  invalid,  illegal  or  unenforceable  in  any  respect,  this
Agreement  shall be reformed, construed and enforced as  if  such
invalid,  illegal  or  unenforceable  provision  had  never  been
contained herein.

      12.  Construction and Enforcement.  This Agreement shall be
construed  in  accordance with the laws of  the  Commonwealth  of
Pennsylvania,  without  the  application  of  the  principles  of
conflicts of laws

      13.   Binding Nature, No Third Party Beneficiary. The terms
and  provisions of this Agreement shall be binding upon and inure
to  the  benefit of the parties, and their respective  successors
and  assigns,  and  is  made solely and  specifically  for  their
benefit.   No  other  person shall have any rights,  interest  or
claims  hereunder  or  be entitled to any benefits  under  or  on
account  of  this  Agreement  as  a  third-party  beneficiary  or
otherwise.

      14.   Counterparts.  This Agreement may be executed in  any
number  of  counterparts,  including facsimile  signatures  which
shall   be   deemed   as  original  signatures.    All   executed
counterparts shall constitute one Agreement, notwithstanding that
all  signatories are not signatories to the original or the  same
counterpart.

      IN  WITNESS WHEREOF, the parties hereto have executed  this
Agreement as of the date first above written.

                                   COMPANY
                                   BICO, INC.

                                   By /s/ Fred E. Cooper
                                   Fred E. Cooper, President

                                   CONSULTANT

                                   /s/ John C. Canouse
                                   John C. Canouse

                                                  EXHIBIT 23.1

        CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTS

We have issued our report dated February 28, 2002, except for
Note S, for which the date is March 29, 2002, accompanying the
consolidated financial statements of BICO, Inc., formerly
Biocontrol Technology, Inc. and subsidiaries appearing in the
2001 Annual Report on Form 10-K for the year ended December 31,
2001.  We consent to the inclusion in this Registration Statement
of the aforementioned report and to the use of our name, as it
appears under the caption "EXPERTS".  Our report on the
consolidated financial statements referred to above includes an
explanatory paragraph, which discusses going concern
considerations as to BICO, Inc.

/s/ Goff Backa Alfera & Company, LLC

Pittsburgh, Pennsylvania

April 3, 2002