<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 8-K/A
                        AMENDMENT NO. 1 TO CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                Date of Report (date of earliest event reported):
                                  May 31, 2001

                            HARVARD BIOSCIENCE, INC.
             (Exact Name of Registrant as specified in its charter)


<TABLE>
<S>                               <C>                    <C>
         Delaware                     0-31923                04-3306140
(State or other jurisdiction      (Commission File        (I.R.S. Employer
     of incorporation)                 Number)           Identification No.)
</TABLE>


                 84 October Hill Road, Holliston, MA 01746-1371
              (Address of principal executive offices and zip code)

                                 (508) 893-8999
              (Registrant's telephone number, including area code)


<PAGE>

         Harvard Bioscience, Inc. (the "Company") hereby amends its Current
Report on Form 8-K, dated May 31, 2001, in order to file the financial
statements and pro forma financial information required by Item 7 of Form 8-K.


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a)  FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.

     Audited financial statements of Union Biometrica, Inc. as of and for the
     years ended December 31, 1999 and 2000 and unaudited financial statements
     of Union Biometrica, Inc. as of March 31, 2001 and for the three months
     ended March 31, 2000 and 2001 are contained in Exhibit 99.2 attached hereto
     and are incorporated herein by reference.

(b)  PRO FORMA FINANCIAL INFORMATION.

     Unaudited pro forma financial information of Harvard Bioscience, Inc. as of
     and for the year ended December 31, 2000 and the three months ended March
     31, 2001 giving pro forma effect to Harvard Bioscience, Inc.'s acquisition
     of Union Biometrica, Inc. is contained in Exhibit 99.3 attached hereto and
     is incorporated herein by reference.

(c)  EXHIBITS


<TABLE>
<CAPTION>
            EXHIBIT NO.        DESCRIPTION
            <S>                <C>
               *2.1            Agreement and Plan of Merger, dated as of May 31, 2001, by and
                               among Harvard Bioscience, Inc., Union Biometrica, Inc. and
                               Union Biometrica, Inc.**
               23.1            Consent of Arthur Andersen LLP
               23.2            Consent of KPMG LLP
               *99.1           Press release dated May 31, 2001
               99.2            Audited financial statements of Union Biometrica, Inc. as of
                               and for the years ended December 31, 1999 and 2000 and
                               unaudited financial statements of Union Biometrica, Inc. as of
                               March 31, 2001 and the three months ended March 31, 2000 and
                               2001
               99.3            Unaudited pro forma financial information of Harvard
                               Bioscience, Inc. as of and for the year ended December 31, 2000
                               and the three months ended March 31, 2001, relating to the
                               acquisition of Union Biometrica, Inc.
</TABLE>


            *Previously filed.

            **The Company agrees to furnish supplementally to the
            Commission a copy of any omitted schedule or exhibit
            to this agreement upon request by the Commission.

                                       2


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: August 14, 2001                     HARVARD BIOSCIENCE, INC.

                                           By: /s/ James L. Warren
                                              ---------------------------------
                                              James L. Warren
                                              Chief Financial Officer



                                       3


<PAGE>


                                        EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT NO.        DESCRIPTION
<S>                <C>
*2.1               Agreement and Plan of Merger, dated as of May 31, 2001, by and among Harvard
                   Bioscience, Inc., Union Biometrica, Inc. and Union Biometrica, Inc.**

23.1               Consent of Arthur Andersen LLP

23.2               Consent of KPMG LLP

*99.1              Press Release dated May 31, 2001

99.2               Audited financial statements of Union Biometrica, Inc. as of and for the years
                   ended December 31, 1999 and 2000 and unaudited financial statements of Union
                   Biometrica, Inc. as of March 31, 2001 and the three months ended March 31,
                   2000 and 2001

99.3               Unaudited pro forma financial information of Harvard Bioscience, Inc. as of 
                   and for the year ended December 31, 2000 and the three months ended March 31, 
                   2001, relating to the acquisition of Union Biometrica, Inc.
</TABLE>


                   *Previously filed.

                   **The Company agrees to furnish
                   supplementally to the Commission a copy of
                   any omitted schedule or exhibit to this
                   agreement upon request by the Commission.

                                       4








<PAGE>

                                                                   Exhibit 23.1

                         CONSENT OF INDEPENDENT AUDITORS

As independent public accountants, we hereby consent to the incorporation by
reference of our report in this Form 8-K/A into Harvard Bioscience's previously
filed Registration Statement on Form S-8 File No. 333-53848.

Boston, Massachusetts                              /s/ Arthur Andersen LLP
August 14, 2001                                        ARTHUR ANDERSEN LLP







<PAGE>

                                                                   EXHIBIT 23.2

                         Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement No.
333-53848 of Harvard Bioscience, Inc. on Form S-8 of our report dated February
23, 2001, relating to the consolidated balance sheets of Harvard Bioscience,
Inc. and subsidiaries as of December 31, 2000 and 1999, and the related
consolidated statements of operations, stockholders' equity (deficit) and
comprehensivie income (loss), and cash flows for each of the years in the
three-year period ended December 31, 2000, which report is incorporated by
reference on Form 8-K of Harvard Bioscience, Inc.


/s/ KPMG LLP

Boston, Massachusetts
August 14, 2001





<PAGE>

                     UNION BIOMETRICA, INC. AND SUBSIDIARY

                       Consolidated Financial Statements
                        as of December 31, 1999 and 2000
                         Together with Auditors' Report



<PAGE>

INDEX

                                                             Page

Report of Independent Accountants                             F-2

Consolidated Balance Sheets                                   F-3

Consolidated Statements of Operations                         F-4

Consolidated Statements of Redeemable Convertible 
Preferred Stock and Stockholders' Equity (Deficit)            F-5

Consolidated Statements of Cash Flows                         F-7

Notes to Consolidated Financial Statements                    F-8


F-1


<PAGE>


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders and Board of Directors of
Union Biometrica, Inc. and Subsidiary:

We have audited the accompanying consolidated balance sheets of Union
Biometrica, Inc. (a Massachusetts corporation) as of December 31, 1999 and 2000
and the related consolidated statements of operations, redeemable convertible
preferred stock and stockholders' equity (deficit) and cash flows for the years
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those
 standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Union Biometrica,
Inc. as of December 31, 1999 and 2000 and the results of its operations and its
cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States.


                                        /s/ Arthur Andersen LLP


Boston, Massachusetts
May 2, 2001 (except with respect to the 

  matter discussed in Note 10, as to which
  the date is May 31, 2001)


F-2


<PAGE>

UNION BIOMETRICA, INC. AND SUBSIDIARY

Consolidated Balance Sheets


<TABLE>
<CAPTION>

                                                                        DECEMBER 31,         MARCH 31,
ASSETS                                                                1999        2000         2001
                                                                                            (UNAUDITED)
<S>                                                                 <C>        <C>         <C>
Current Assets:
   Cash and cash equivalents                                        $282,814   $  422,336  $  488,589
   Accounts receivable, net of allowance of approximately                                              
     $45,000, $380,000 and $380,000 at December 31, 1999 and 2000                                      
     and March 31, 2001, respectively                                 55,351       29,826     210,196
   Inventories                                                        76,875      474,943     314,499
   Receivable from affiliates                                              -       29,064       8,151
   Other current assets                                                5,716       44,212     102,612
                                                                    --------   ----------  ----------

         Total current assets                                        420,756    1,000,381   1,124,047

Property and Equipment, net                                           90,796      206,139     200,658

Other Assets                                                          18,184       61,393     104,821
                                                                    --------   ----------  ----------

                                                                    $529,736   $1,267,913  $1,429,526
                                                                    ========   ==========  ==========

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND 
STOCKHOLDERS' DEFICIT

Current Liabilities:

   Accounts payable and accrued expenses                            $ 267,686   $ 456,528  $   550,781
   Deferred revenue                                                   425,000      58,657      969,704
   Payable to affiliate                                                51,762           -       14,390
                                                                    ---------   ---------  -----------

         Total current liabilities                                    744,448     515,185    1,534,875
                                                                    ---------   ---------  -----------

Commitments and Contingencies (Note 8)

Series A Redeemable Convertible Preferred Stock (Note 4):
   Authorized--110,000 shares
   Issued and outstanding--94,856 shares                                    -   1,838,626    1,884,116

Stockholders' Deficit:
   Common stock, no par value-
     Authorized--890,000 shares
     Issued and outstanding--392,860, 412,481 and 414,981 shares
       at December 31, 1999 and 2000 and March 31, 2001,
       respectively                                                     3,929       4,125        4,150
   Additional paid-in capital                                          32,814      79,193       91,163
   Warrants                                                                 -      20,004       20,004
   Deferred compensation                                              (20,580)    (40,347)     (50,775)
   Treasury Stock - 2,501 shares, at cost                                   -           -       (8,253)
   Accumulated deficit                                               (230,875) (1,148,873)  (2,045,754)
                                                                    ---------   ---------  ------------

         Total stockholders' deficit                                 (214,712) (1,085,898)  (1,989,465)
                                                                    ---------   ---------  ------------

                                                                    $ 529,736  $1,267,913  $ 1,429,526
                                                                    =========   =========  ===========

</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.


F-3


<PAGE>


UNION BIOMETRICA, INC. AND SUBSIDIARY

Consolidated Statements of Operations
for the Years Ended December 31, 1999 and 2000


<TABLE>
<CAPTION>

                                                       YEARS ENDED DECEMBER 31,         THREE MONTHS ENDED MARCH 31,
                                                        1999              2000             2000              2001
                                                                                                 (UNAUDITED)
<S>                                                <C>              <C>               <C>              <C>
Revenues                                           $     1,530,927  $     2,397,780   $     1,018,868  $       787,844

Operating Expenses:

   Direct costs of revenues                                393,873          473,732           232,269          534,119
   Research and development                                611,002        1,458,549           276,105          469,151
   Selling and marketing                                   216,084          363,770            37,562          320,416
   General and administrative                              541,034          894,301           177,849          330,114
                                                   ---------------  ---------------   ---------------  ---------------

         Total operating expenses                        1,761,993        3,190,352           723,785        1,653,800
                                                   ---------------  ---------------   ---------------  ---------------

         Income (loss) from operations                    (231,066)        (792,572)          295,083         (865,956)

Interest Income and Other, net                              13,905           27,471             6,854           14,565
                                                   ---------------  ---------------   ---------------  ---------------

         Net income (loss)                                (217,161)        (765,101)          301,937         (851,391)

Accretion of Offering Costs and Dividends on                                                                            
Preferred Stock                                                  -         (112,665)                -          (45,490)
                                                   ---------------  ---------------   ---------------  ----------------

         Net income (loss) attributable to                                                                              
         common stockholders                       $      (217,161) $      (877,766)  $       301,937  $      (896,881)
                                                   ===============  ===============   ===============  ================
Net Earnings (Loss) per Share--Basic                $        (0.56)  $        (2.17)   $         0.77   $        (2.17)
                                                   ===============  ===============   ===============  ================
Weighted Average Common Shares Outstanding -                                                                            
Basic                                                      384,564          404,498           392,860          413,731
                                                   ===============  ===============   ===============  ===============
Net Earnings (Loss) per Share--Diluted              $        (0.56)  $        (2.17)   $         0.53   $        (2.17)
                                                   ===============  ===============   ===============  ===============
Weighted Average Common Shares
Outstanding--Diluted                                       384,564          404,498           569,221          413,731
                                                   ===============  ===============   ===============  ===============

</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.


F-4


<PAGE>


UNION BIOMETRICA, INC. AND SUBSIDIARY

Consolidated Statements of Redeemable Convertible Preferred Stock and
Stockholders' Equity (Deficit) for the Years Ended December 31, 1999 and 2000
and Three Months Ended March 31, 2001


<TABLE>
<CAPTION>
                                         SERIES A
                                  REDEEMABLE CONVERTIBLE                                                                 
                                      PREFERRED STOCK                COMMON STOCK           ADDITIONAL                   
                                                                                             PAID-IN                     
                                   SHARES          VALUE     |   SHARES        VALUE         CAPITAL        WARRANTS     
<S>                             <C>            <C>           | <C>          <C>           <C>             <C>            
Balance, January 1, 1999                   -   $           - |     378,600  $      3,786  $      10,764   $           -  
   Issuance of common stock                                  |                                                           
     to employees                          -               - |      14,260           143              -               -  
   Deferred compensation                                     |                                                           
     related to stock                                        |                                                           
     options grants                        -               - |           -             -         22,050               -  
   Amortization of deferred                                  |                                                           
     compensation                          -               - |           -             -              -               -  
   Distributions to                                          |                                                           
     stockholders                          -               - |           -             -              -               -  
   Net loss                                -               - |           -             -              -               -  
                               -------------   ------------- |------------  ------------  -------------   -------------  

Balance, December 31, 1999                 -               - |     392,860         3,929         32,814               -  
   Issuance of Series A                                      |                                                           
     redeemable convertible                                  |                                                           
     preferred stock and                                     |                                                           
     warrants to purchase                                    |                                                           
     common stock, net of                                    |                                                           
     issuance costs of                                       |                                                           
     $284,039                         94,856       1,725,961 |           -             -              -          20,004  
   Beneficial conversion                                     |                                                           
     feature of Series A                                     |                                                           
     redeemable convertible                                  |                                                           
     preferred stock                       -               - |           -             -         20,004               -  
   Issuance of common stock                                  |                                                           
     to employees                          -               - |      19,621           196              -               -  
   Deferred compensation                                     |                                                           
     related to stock option                                 |                                                           
     grants                                -               - |           -             -         26,375               -  
   Amortization of deferred                                  |                                                           
     compensation                          -               - |           -             -              -               -  
   Accretion of offering                                     |                                                           
     costs and preferred                                     |                                                           
     stock dividends                       -         112,665 |           -             -              -               -  
   Distributions to                                          |                                                           
     stockholders                          -               - |           -             -              -               -  
   Net loss                                -               - |           -             -              -               -  
                               -------------   ------------- |------------  ------------  -------------   -------------  

Balance, December 31, 2000            94,856       1,838,626 |     412,481         4,125         79,193          20,004  
   Accretion of offering                                     |                                                           
     costs and preferred                                     |                                                           
     stock dividends                                         |                                                           
     (unaudited)                           -          45,490 |           -             -              -               -  
   Issuance of common stock                                  |                                                           
     to employees (unaudited)              -               - |       2,500            25              -               -  
   Deferred compensation                                     |                                                           
     related to stock option                                 |                                                           
     grants (unaudited)                    -               - |           -             -         11,970               -  
   Amortization of deferred                                  |                                                           
     compensation (unaudited)              -               - |           -             -              -               -  
   Repurchase of common                                      |                                                           
     stock (unaudited)                     -               - |           -             -              -               -  
   Net loss (unaudited)                    -               - |           -             -              -               -  
                               -------------   ------------- |------------  ------------  -------------   -------------  
Balance, March 31, 2001               94,856   $   1,884,116 |     414,981  $      4,150  $      91,163   $      20,004  
                               =============   ============= |============  ============  =============   =============  

</TABLE>



<TABLE>
<CAPTION>


                                                                                        TOTAL
                                                                  TREASURY STOCK      STOCKHOLDERS'
                                    DEFERRED      ACCUMULATED                            EQUITY
                                  COMPENSATION      DEFICIT      SHARES      COST      (DEFICIT)
<S>                             <C>             <C>             <C>       <C>        <C>
Balance, January 1, 1999        $           -   $      44,421          -  $      -   $      58,971
   Issuance of common stock                                                                         
     to employees                           -               -          -         -             143
   Deferred compensation                                                                            
     related to stock                                                                               
     options grants                   (22,050)              -          -         -               -
   Amortization of deferred                                                                         
     compensation                       1,470               -          -         -           1,470
   Distributions to                                                                                 
     stockholders                           -         (58,135)         -         -         (58,135)
   Net loss                                 -        (217,161)         -         -        (217,161)
                                -------------   -------------  ---------  --------   ------------- 

Balance, December 31, 1999            (20,580)       (230,875)         -         -        (214,712)
   Issuance of Series A                                                                             
     redeemable convertible                                                                         
     preferred stock and                                                                            
     warrants to purchase                                                                           
     common stock, net of                                                                           
     issuance costs of                                                                              
     $284,039                               -               -          -         -          20,004
   Beneficial conversion                                                                            
     feature of Series A                                                                            
     redeemable convertible                                                                         
     preferred stock                        -         (20,004)         -         -               -
   Issuance of common stock                                                                         
     to employees                           -               -          -         -             196
   Deferred compensation                                                                            
     related to stock option                                                                        
     grants                           (26,375)              -          -         -               -
   Amortization of deferred                                                                         
     compensation                       6,608               -          -         -           6,608
   Accretion of offering                                                                            
     costs and preferred                                                                            
     stock dividends                        -        (112,665)         -         -        (112,665)
   Distributions to                                                                                 
     stockholders                           -         (20,228)         -         -         (20,228)
   Net loss                                 -        (765,101)         -         -        (765,101)
                                -------------   -------------  ---------  --------   ------------- 

Balance, December 31, 2000            (40,347)     (1,148,873)         -         -      (1,085,898)
   Accretion of offering                                                                            
     costs and preferred                                                                            
     stock dividends                                                                                
     (unaudited)                            -         (45,490)         -         -         (45,490)
   Issuance of common stock                                                                         
     to employees (unaudited)               -               -          -         -              25
   Deferred compensation                                                                            
     related to stock option                                                                        
     grants (unaudited)               (11,970)              -          -         -               -
   Amortization of deferred                                                                         
     compensation (unaudited)           1,542               -          -         -           1,542
   Repurchase of common                                                                             
     stock (unaudited)                      -               -      2,501    (8,253)         (8,253)
   Net loss (unaudited)                     -        (851,391)         -          -       (851,391)
                                -------------   -------------- ---------  ---------  --------------

Balance, March 31, 2001
   (unaudited)                  $     (50,775)  $  (2,045,754)     2,501  $  (8,253) $  (1,989,465)
                                ==============  ============== =========  ========== ==============

</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.


F-5


<PAGE>

UNION BIOMETRICA, INC. AND SUBSIDIARY

Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>

                                                       YEARS ENDED DECEMBER 31,         THREE MONTHS ENDED MARCH 31,
                                                        1999              2000             2000              2001
                                                                                                 (UNAUDITED)
<S>                                                <C>              <C>               <C>              <C>
Cash Flows from Operating Activities:

   Net income (loss)                               $      (217,161) $      (765,101)  $       301,937  $      (851,391)
   Adjustments to reconcile net income (loss) to                                                                        
   net cash provided by (used in) operating                                                                             
   activities-                                                                                                          
     Depreciation and amortization                          32,709           58,454            10,522           18,341
     Stock-based compensation expense                        1,470            6,608             1,652            1,542
     Changes in operating assets and liabilities-

       Accounts receivable                                  41,327           25,525          (276,958)        (180,370)
       Inventories                                         (30,845)        (398,068)          (70,540)         160,444
       Receivable from affiliates                                -          (29,064)                -           20,913
       Other current assets                                 (5,716)         (38,496)                -          (58,400)
       Other assets                                        (13,182)         (43,209)           (3,400)         (43,428)
       Accounts payable and accrued expenses               199,890          188,842           139,218           94,253
       Deferred revenue                                    425,000         (366,343)         (300,000)         911,047
       Payable to affiliates                               (54,443)         (51,762)              177           14,390
                                                   ---------------  ---------------   ---------------  ---------------

         Net cash provided by (used in)                                                                                 
         operating activities                              379,049       (1,412,614)         (197,392)          87,341
                                                   ---------------  ---------------   ---------------- ---------------

Cash Flows from Investing Activity:

   Purchases of property and equipment                     (40,188)        (173,797)          (35,721)         (12,860)
                                                   ---------------  ---------------   ---------------- ----------------

Cash Flows from Financing Activities:

   Proceeds from issuance of preferred stock and                                                                        
     warrants, net of offering costs                             -        1,745,965                 -                -
   Proceeds from note payable                                    -                -            60,000                -
   Proceeds from exercise of stock options                     143              196                 -               25
   Purchase of treasury shares                                   -                -                 -           (8,253)
   Distributions paid to stockholders                      (58,135)         (20,228)                -                -
                                                   ---------------  ---------------   ---------------  ---------------

         Net cash (used in) provided by                                                                                 
         financing activities                              (57,992)       1,725,933            60,000           (8,228)
                                                   ---------------  ---------------   ---------------  ----------------

Net Increase in Cash and Cash Equivalents                  280,869          139,522          (173,113)          66,253

Cash and Cash Equivalents, beginning of period               1,945          282,814           282,814          422,336
                                                   ---------------  ---------------   ---------------  ---------------

Cash and Cash Equivalents, end of period           $       282,814  $       422,336   $       109,701  $       488,589
                                                   ===============  ===============   ===============  ===============

Supplemental Disclosure of Noncash Financing                                                                            
Activities:                                                                                                             

   Accretion of Series A redeemable convertible                                                                         
     preferred stock offering costs and dividends  $             -  $       112,665   $             -  $        45,490
                                                   ===============  ===============   ===============  ===============
   Deferred compensation related to stock option                                                                        
     grants                                        $        22,050  $        26,375   $             -  $        11,970
                                                   ===============  ===============   ===============  ===============

</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.


F-6


<PAGE>


UNION BIOMETRICA, INC. AND SUBSIDIARY


Notes to Consolidated Financial Statements
(INFORMATION RELATED TO MARCH 31, 2000 AND 2001 IS UNAUDITED)

(1)      BUSINESS AND ORGANIZATION

Union Biometrica, Inc. (Union Biometrica) was incorporated on June 19, 1998 as a
Massachusetts corporation engaged in combining expertise in biology with unique
technology capabilities to deliver solutions in functional genomics and drug
discovery research. It manufactures machines that have been designed to enable
and accelerate research with multicellular organisms and bead combinatorial
chemistry.

Union Biometrica is subject to certain risks common to companies in similar
stages of development. Principal risks include the need to obtain adequate
financing to fund future operations, dependence on key individuals, competition
from substitute services and from larger companies and the need to successfully
market and develop new products and services to achieve profitable future
operations.

(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements reflect the application of
certain significant accounting policies as described in this note and elsewhere
in the accompanying consolidated financial statements and notes.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of Union
Biometrica, Inc. and its wholly owned subsidiary, Union Biometrica GmbH. All
material intercompany transactions and balances have been eliminated.

UNAUDITED INTERIM FINANCIAL INFORMATION

The consolidated financial statements for the three months ended March 31, 2000
and 2001 and related footnote information are unaudited and have been prepared
on the same basis as the audited financial statements. In the opinion of
management, the interim unaudited consolidated financial statements include all
adjustments, consisting of only normal recurring adjustments, necessary for a
fair presentation of the results of these interim periods. The results for the
three months ended March 31, 2001 are not necessarily indicative of the
operating results to be expected for the entire year.

CASH AND CASH EQUIVALENTS

Union Biometrica considers all cash and cash equivalents with an original
maturity date of 90 days or less to be cash equivalents.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.


F-7


<PAGE>


UNION BIOMETRICA, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements
(INFORMATION RELATED TO MARCH 31, 2000 AND 2001 IS UNAUDITED)

REVENUE RECOGNITION

Revenue is generally recognized upon shipment of goods. If post-sale obligations
exist, such as installation or customer acceptance, revenue is deferred until
all such obligations have been completed.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin (SAB) No. 101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS. Union
Biometrica's revenue recognition policy complies with SAB No. 101.

Union Biometrica recognizes service revenues as the related services are
performed. Amounts collected prior to meeting the revenue recognition criteria
are recorded as deferred revenue.

Revenues from certain development and production contracts are recognized using
the percentage of completion method, measured by the percentage of costs
(primarily labor and materials) incurred to date as compared to the estimated
total costs for each contract.

INVENTORIES

Inventories are stated at the lower of cost or market. Cost is determined by the
first in, first out (FIFO) method. The components of inventories are as follows:

                                   DECEMBER 31,                 MARCH 31
                               1999             2000              2001

Raw materials            $        76,875   $       137,442  $       129,101
Work in process                        -            41,197           91,686
Finished goods                         -           296,304           93,712
                         ---------------   ---------------  ---------------

       Total             $        76,875   $       474,943  $       314,499
                         ===============   ===============  ===============

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Union Biometrica provides for
depreciation using the straight-line method over the estimated useful lives of
the property and equipment. Expenditures for maintenance and repairs are charged
to expense as incurred. Property and equipment consists of the following:


F-8


<PAGE>


UNION BIOMETRICA, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements
(INFORMATION RELATED TO MARCH 31, 2000 AND 2001 IS UNAUDITED)


<TABLE>
<CAPTION>

                                              ESTIMATED
                                               USEFUL                  DECEMBER 31,                MARCH 31,
                                                LIFE              1999              2000             2001
<S>                                         <C>             <C>               <C>               <C>
Office equipment                               5 years      $        76,925   $       156,631   $       185,861
Laboratory equipment                           5 years               35,862           112,200           112,200
Furniture and fixtures                        5-7 years              29,769            40,596            40,596
Leasehold improvements                      Life of lease            23,381            30,307            30,307
                                                            ---------------   ---------------   ---------------
                                                                    165,937           339,734           368,964
Less--Accumulated depreciation and                                                                               
   amortization                                                      75,141           133,595           168,306
                                                            ---------------   ---------------   ---------------
                                                            $        90,796   $       206,139   $       200,658
                                                            ===============   ===============   ===============

</TABLE>


OTHER ASSETS

Included in other assets as of December 31, 1999 and 2000is approximately 
$13,182 and $49,547, respectively, of capitalized patent costs. These costs 
are amortized over the relative lives of the patents. Also included in other 
assets are security deposits on Union Biometrica's leased facilities.

LONG-LIVED ASSETS

Management assesses the realizability of its long-lived assets whenever changes
in circumstances indicate that the carrying amount of an asset may not be fully
recoverable. Long-lived assets include property, equipment and patent costs. As
a result of its reviews at December 31, 2000 and March 31, 2001, management does
not believe that any impairment to its long-lived assets has occurred.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Union Biometrica's consolidated financial instruments consist primarily of cash
and cash equivalents, accounts receivable and accounts payable. The carrying
amounts of the financial instruments approximate fair value due to their
short-term nature.

STOCK-BASED COMPENSATION

Union Biometrica applies the intrinsic-value-based method of Accounting
Principles Board (APB) Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES,
and related interpretations in accounting for its employee stock-based
compensation plan and uses the fair value method to account for all nonemployee
stock-based compensation.

FOREIGN CURRENCY TRANSLATION

The financial statements of Union Biometrica's foreign subsidiary are translated
in accordance with SFAS No. 52, FOREIGN CURRENCY TRANSLATIONS. The determination
of functional currency is based on the subsidiary's relative financial and
operational independence from the Company. Foreign currency exchange and
translation gains 


F-9


<PAGE>

UNION BIOMETRICA, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements
(INFORMATION RELATED TO MARCH 31, 2000 AND 2001 IS UNAUDITED)

and losses are credited or charged to the accompanying consolidated statements
of operations since the functional currency of the subsidiary is the U.S.
dollar.

INCOME TAXES

Union Biometrica operated as a Subchapter S corporation until May 1, 2000, when
it changed its tax status to a Subchapter C corporation. Union Biometrica now
provides for income taxes using the liability method, which requires the
recognition of deferred tax assets and liabilities at the date of the financial
statements based on differences between the financial statement and tax bases of
assets and liabilities using enacted tax rates.

CONCENTRATION OF CREDIT RISK

Union Biometrica has no significant off-balance-sheet concentration of credit
risk such as foreign currency exchange contracts or other hedging arrangements.
Financial instruments that subject Union Biometrica to credit risk consist
primarily of accounts receivable. To reduce risk, Union Biometrica routinely
assesses the financial strength of its customers and, as a consequence, believes
that its accounts receivable credit risk exposure is limited. Union Biometrica
maintains an allowance for potential credit losses and has recorded losses for
uncollectable accounts amounting to approximately $45,000, $20,000 and $0 in
1999 and 2000 and for the three months ended March 31, 2001. As of December 31,
1999 and 2000 and March 31, 2001, three customers accounted for 97%, one
customer accounted for 92% and two customers accounted for 100% of accounts
receivable, respectively. The following table represents customers that account
for more than 10% of net revenue:

                         YEAR ENDED DECEMBER 31,          MARCH 31,
                          1999             2000              2001

Customer A                 40%               73%               -
Customer B                  -                19%              50%
Customer C                 17%                -                -
Customer D                 15%                -                -
Customer E                 14%                -                -
Customer F                  -                 -               21%
Customer G                  -                 -               12%

Customer A is no longer an active customer of Union Biometrica.

RESEARCH AND DEVELOPMENT COSTS

Research and development costs are charged to operations as incurred.

COMPREHENSIVE LOSS

Comprehensive loss includes all changes in equity during a period, except those
resulting from investments by owners and distributions to owners. Union
Biometrica's comprehensive loss is equal to its net loss for all periods
presented.


F-10


<PAGE>


UNION BIOMETRICA, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements
(INFORMATION RELATED TO MARCH 31, 2000 AND 2001 IS UNAUDITED)

EARNINGS (LOSS) PER SHARE

Basic net earnings (loss) per share is computed by dividing the net earnings
(loss) attributable to common stockholders for the period by the weighted
average number of common shares outstanding during the period. Diluted net
earnings (loss) per share is computed by dividing the net earnings (loss)
attributable to common stockholders for the period by the weighted average
number of common shares and the potential common stock outstanding during the
period. Potential common stock is comprised of the incremental common shares
issuable upon the conversion of redeemable convertible preferred stock, stock
options and stock warrants. The following potentially issuable shares were
excluded from the calculation of dilutive weighted average shares outstanding,
as their effect would be antidilutive (in thousands):

                                                                 THREE MONTHS
                                                                    ENDED
                                 YEAR ENDED DECEMBER 31,          MARCH 31,
                                  1999             2000              2001

Convertible preferred stock               -            94,856           94,856
Common stock options                179,960           180,109          138,359
Common stock warrants                     -             9,439            9,439
                            ---------------   ---------------  ---------------

         Total                      179,960           284,404          242,654
                            ===============   ===============  ===============

DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE

Statement of Financial Accounting Standards (SFAS) No. 131, DISCLOSURES ABOUT
SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION, establishes standards for
reporting information regarding operating segments and establishes standards for
related disclosures about products and services and geographic areas. Operating
segments are identified as components of an enterprise about which separate
discrete financial information is available for evaluation by the chief
operating decision maker, or decision making group, in making decisions
regarding resource allocation and assessing performance. To date, Union
Biometrica has viewed its operations and manages its business as principally one
operating segment.

(3)      INCOME TAXES

As of December 31, 2000, Union Biometrica had federal and state net operating
loss and tax credit carryforwards available of approximately $316,000 to offset
future taxable income, if any. The tax effects of temporary differences that
give rise to the net deferred tax assets primarily relate to net operating loss
carryforwards, accrual to cash basis differences and reserves and expenses not
currently deductible for tax purposes of approximately $320,000. A full
valuation allowance has been recorded in the accompanying financial statements
to offset this deferred tax asset because the future realizability of such asset
is uncertain. These carryforwards expire through 2020 and are subject to review
and possible adjustment by the Internal Revenue Service. In addition, the
occurrence of certain events, including significant changes in ownership
interests, may limit the amount of the net operating loss carryforwards
available to be used in any given year.


F-11


<PAGE>


UNION BIOMETRICA, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements
(INFORMATION RELATED TO MARCH 31, 2000 AND 2001 IS UNAUDITED)

(4)      STOCKHOLDERS' EQUITY

REDEEMABLE CONVERTIBLE PREFERRED STOCK

In May and July 2000, Union Biometrica issued an aggregate of 94,856 shares of
Series A redeemable convertible preferred stock (Preferred Stock) for $21.19 per
share.

The rights, preferences and privileges of the Preferred Stock are as follows:

       DIVIDENDS

       Dividends are cumulative and accrue daily from the date of original
       issuance at the rate of $1.27 per share per annum and are payable when
       and if declared by the Board of Directors.

       LIQUIDATION

       In the event of any liquidation or dissolution of Union Biometrica, the
       holders of the Preferred Stock are entitled, before distribution to any
       common stockholders, to $21.19 per share plus any accrued dividends.

       VOTING RIGHTS

       Each holder of outstanding shares of Preferred Stock shall be entitled to
       the number of votes equal to the number of common shares into which the
       preferred shares are then convertible.

       CONVERSION

       Each share of Preferred Stock shall be convertible, at the option of the
       holder, into an equivalent number of common shares based upon the then
       effective conversion rate (currently one share of preferred stock for one
       share of common stock). Upon the closing of the sale of common shares in
       an initial public offering resulting in gross proceeds to Union
       Biometrica of at least $15,000,000 and a price of at least $5 per share,
       all preferred shares would then automatically be converted into common
       shares at the then effective conversion rate.

       REDEMPTION

       On December 31, 2005 and on each of the next two anniversaries
       thereafter, Union Biometrica is required to redeem each share of
       Preferred Stock for an amount equal to the greater of its fair market
       value or the liquidation preference amount computed to such redemption
       date. The preferred stockholders may not redeem the Preferred Stock prior
       to this date.

       Union Biometrica has reserved the appropriate number of authorized but
       unissued common shares for the potential conversion of these preferred
       shares.


F-12


<PAGE>


UNION BIOMETRICA, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements
(INFORMATION RELATED TO MARCH 31, 2000 AND 2001 IS UNAUDITED)

STOCK WARRANTS

In connection with the issuance of the Preferred Stock, Union Biometrica issued
warrants to purchase 9,439 shares of common stock at $1.00 per share to the
Preferred Stock investors. The warrants may be exercised at any time through
July 27, 2007. Using the Black-Scholes option pricing model, Union Biometrica
has allocated a portion of the proceeds from the preferred stock to these
warrants in the amount of $20,004. As a result of this allocation, the
conversion option of the preferred stock was deemed to have a beneficial
conversion feature in the amount of $20,004, which is recorded as a charge to
accumulated deficit in the accompanying consolidated statement of stockholders'
deficit.

(5)      STOCK-BASED COMPENSATION PLANS

1998 STOCK OPTION PLAN

In June 1998, Union Biometrica adopted the Union Biometrica, Inc. 1998 Stock
Option Plan (the 1998 Plan), which permits the grant of stock options to
employees, officers, directors, consultants and advisors. Union Biometria is
authorized to issue up to 250,000 shares of common stock under the 1998 Plan. As
of December 31, 2000 and March 31, 2001, there were 46,410 and 91,660 shares,
respectively, available for grant under the 1998 Plan. Options granted under the
1998 Plan may be either nonstatutory stock options or options intended to
constitute inventive stock options under the Internal Revenue Code (IRC).
Options become vested over periods determined by the Board of Directors and
expire 10 years from the date of grant.

2000 STOCK INCENTIVE PLAN

In November 2000, Union Biometrica adopted the Union Biometrica, Inc. 2000 Stock
Incentive Plan (the 2000 Plan), which permits the grant of stock options to
employees, officers, directors, consultants and advisors. Union Biometrica is
authorized to issue up to 78,200 shares of common stock under the 2000 Plan. As
of December 31, 2000 and March 31, 2001, there were 64,200 and 58,200 shares,
respectively, available for grant under the 2000 Plan. Options granted under the
2000 Plan may be either nonstatutory stock options or options intended to
constitute incentive stock options under the IRC. Options become vested over
periods determined by the Board of Directors and expire 10 years from the date
of grant.


F-13


<PAGE>


UNION BIOMETRICA, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements
(INFORMATION RELATED TO MARCH 31, 2000 AND 2001 IS UNAUDITED)

A summary of stock option activity under the 1998 Plan and the 2000 Plan is as
follows:

                                              NUMBER OF                      
                                               SHARES        EXERCISE PRICE

Outstanding, December 31, 1998                     134,220  $          0.01
   Granted                                          60,000             0.01
   Exercised                                       (14,260)            0.01
                                           ---------------  ---------------

Outstanding, December 31, 1999                     179,960             0.01
   Granted                                          36,500        0.01-4.00
   Exercised                                       (19,621)            0.01
   Cancelled                                       (16,730)            0.01
                                           ---------------  ---------------

Outstanding, December 31, 2000                     180,109        0.01-4.00
   Granted                                           9,000        0.01-4.00
   Exercised                                        (8,025)            0.01
   Cancelled                                       (48,250)            0.01
                                           ---------------- ---------------

Outstanding, March 31, 2001                        138,359  $     0.01-4.00
                                           ===============  ===============

Exercisable, March 31, 2001                         90,705  $     0.01-4.00
                                           ===============  ===============

Exercisable, December 31, 2000                      81,707  $     0.01-4.00
                                           ===============  ===============

Exercisable, December 31, 1999                      31,542  $          0.01
                                           ===============  ===============

In connection with certain stock option and restricted stock grants during the
years ended December 31, 1999 and 2000 and the three months ended March 31,
2001, Union Biometrica recorded deferred compensation of $22,050, $26,375 and
$11,970, respectively. The deferred compensation represents the aggregate
difference between the option exercise price and the deemed fair value of the
common stock for accounting purposes. All stock options granted and stock sold
prior to 1999 were at fair market value, and, therefore, did not result in
deferred compensation. The deferred compensation will be recognized as an
expense over the vesting period of the underlying stock options. Union
Biometrica recorded compensation expense of $1,470, $6,608, $1,652 and $1,542 in
the years ended December 31, 1999 and 2000 and the three months ended March 31,
2000 and 2001, respectively.


F-14


<PAGE>


UNION BIOMETRICA, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements
(INFORMATION RELATED TO MARCH 31, 2000 AND 2001 IS UNAUDITED)

PRO FORMA STOCK-BASED COMPENSATION EXPENSE

SFAS No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION, sets forth a
fair-value-based method of recognizing stock-based compensation expense. As
permitted by SFAS No. 123, Union Biometrica has elected to continue to apply APB
Opinion No. 25 to account for stock-based compensation plans. Had compensation
cost for awards granted under stock-based compensation plans been determined
based on the fair value at the grant dates consistent with the method set forth
under SFAS No. 123, the effect on Union Biometrica's net income (loss) and
earnings (loss) per share would have been as follows:

                        YEARS ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31,
                            1999        2000          2000        2001
Net income (loss)-
   As reported           $(217,161)  $(765,101)     $301,937   $(851,391)
   Pro forma              (217,724)   (767,533)      301,829    (853,110)

Net earnings (loss)                                                   
per share-Basic                                                       
   As reported           $  (0.56)   $  (2.17)      $  0.77    $  (2.17)
   Pro forma                (0.57)      (2.18)         0.77       (2.17)

Pro forma compensation expense for options granted is reflected over the vesting
period; therefore, future pro forma compensation expense may increase as
additional options are granted.

The weighted average fair value per share of options granted was $0.16 in 1999,
$0.99 in 2000 and $1.39 in 2001. The fair value of each option grant was
estimated on the grant date using the Black-Scholes option pricing model with
the following weighted average assumptions:

                          YEARS ENDED DECEMBER 31,  THREE MONTHS ENDED MARCH 31,
                             1999         2000          2000        2001

Volatility                  60%          60%          60%          60%
Risk-free interest rate     5.94%        5.83%        5.75%        4.94%
Expected life of options    5 years      5 years      5 years      5 years
Dividend yield              -            -            -                 -

The Black-Scholes option pricing model was developed for use in estimating the
fair value of traded options, which have no vesting restrictions and are fully
transferable. In addition, option pricing models require the input of highly
subjective assumptions, including expected stock price volatility. Because
employee stock options have characteristics significantly different from those
of traded options and because changes in the subjective input assumptions can
materially affect the fair value estimate, in management's opinion, the existing
models do not necessarily provide a reliable single measure of the fair value of
its employee stock options.


F-15


<PAGE>


UNION BIOMETRICA, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements
(INFORMATION RELATED TO MARCH 31, 2000 AND 2001 IS UNAUDITED)

(6)      RELATED PARTY TRANSACTIONS

PAYABLE TO AFFILIATE

During 1998, Union Biometrica borrowed $107,799 from an entity owned by its then
sole stockholder. This borrowing was unsecured and bore interest at a rate of 6%
per annum. Union Biometrica repaid all outstanding principal and accrued
interest thereon from 1998 through 2000.

RECEIVABLE FROM AFFILIATE

During 2000, Union Biometrica advanced $29,064 to two entities owned by a
stockholder of Union Biometrica. This advance is unsecured and is not
interest-bearing. The amounts advanced are due upon demand.

(7)      COLLABORATION AGREEMENTS

Union Biometrica has entered into several collaboration agreements with
pharmaceutical companies and a university. The main purpose of the agreements is
to develop and test new instruments and applications related to the particle and
cell separation systems of Union Biometrica.

(8)      LEASES

Future minimum lease payments under operating leases at December 31, 2000 are as
follows:

2001                                          $       136,511
2002                                                   89,380
2003                                                   66,615
2004                                                    5,566
                                              ---------------

         Total minimum lease payments         $       298,072

For the years ended December 31, 1999 and 2000 and the three months ended March
31, 2000 and 2001, Union Biometrica recorded rent expense of approximately
$51,646, $99,281, $26,853 and $37,182, respectively, which is included in the
accompanying consolidated statements of operations.

(9)      401(K) PLAN

Effective July 1998, Union Biometrica adopted a 401(k) plan (the Plan) for all
employees. Employees are eligible to participate in the Plan at the time of
employment. During 2000, Union Biometrica matched 30% of employee contributions
to the Plan. Union Biometrica contributed $11,412, $19,736, $3,043 and $5,737 to
the Plan during the years ended December 31, 1999 and 2000 and the three months
ended March 31, 2000 and 2001, respectively.

(10)     SUBSEQUENT EVENT

On May 31, 2001, Harvard Bioscience, Inc. (Harvard Bioscience) acquired all of
the outstanding shares and stock options of Union Biometrica for a purchase
price of approximately $17.4 million. The purchase price consists of $7.5
million in cash and the issuance of 659,282 shares of Harvard Bioscience's
common stock and stock options to purchase 263,202 shares of common stock.


F-16






<PAGE>

                                                                   Exhibit 99.3

                    HARVARD BIOSCIENCE, INC. AND SUBSIDIARIES
      NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial statements are
presented for illustrative purposes only and do not purport to be indicative of
the consolidated financial position and the results of operations for future
periods or the results that actually would have been realized had the Company
and Union Biometrica, Inc (Union Biometrica) been a consolidated company during
the specified periods.

The following unaudited pro forma condensed combined financial statements are
based on the respective audited and unaudited historical consolidated financial
statements and the notes thereto of the Company and Union Biometrica after
giving effect to the acquisition of Union Biometrica using the purchase method
of accounting and the assumptions and adjustments described below. The purchase
price was allocated to the estimated fair value of the assets acquired and
liabilities assumed. The purchase price allocation is based on an independent
appraisal and management estimates. The following unaudited pro forma condensed
combined
 statements of operations for the year ended December 31, 2000 and three
months ended March 31, 2001 assumes the merger occurred on January 1, 2000. The
unaudited pro forma condensed combined balance sheet at March 31, 2001 assumes
the merger occurred on March 31, 2001.

The pro forma adjustments were based upon available information and upon 
certain assumptions as described in the notes to the unaudited pro forma 
condensed combined financial statements that Harvard Bioscience's management 
believes are reasonable in the circumstances. In accordance with generally 
accepted accounting principals, the amount allocated to in-process technology 
will be expensed in the quarter in which the merger was consummated. The 
in-process research and development ("IPR&D") adjustment has been excluded 
from the unaudited pro forma condensed combined statements of operations 
because it is a material, non-recurring charge. The effects of the IPR&D 
expense have been included in retained earnings in the March 31, 2001 
unaudited pro forma condensed combined balance sheet.

The unaudited pro forma condensed combined financial statements and accompanying
notes should be read in conjunction with the consolidated financial statements
and accompanying notes thereto of Harvard Bioscience, Inc. included in its
Annual Report on Form 10-K for the year ended December 31, 2000.


<PAGE>

     UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AT MARCH 31, 2001
                      (in thousands except per share data)


<TABLE>
<CAPTION>
                                                           HARVARD           UNION         PRO FORMA       PRO FORMA
                                                          BIOSCIENCE      BIOMETRICA       ADJUSTMENTS     COMBINED
<S>                                                       <C>             <C>             <C>             <C>
Current assets:
  Cash and cash equivalents                               $  42,388       $     489         $(7,500) (B)  $  35,377
  Trade accounts receivable, net                              4,204             210                           4,414
  Other receivables and other assets                          1,253             111                           1,364
  Inventories                                                 3,780             314                           4,094
  Catalog costs                                                 422                                             422
  Prepaid Expenses                                              467                                             467
  Income tax receivable                                         513                                             513
                                                          ---------       ---------       ---------       ---------
         Total current assets                                53,027           1,124          (7,500)         46,651
                                                          ---------       ---------       ---------       ---------
Property, plant and equipment, net                            1,891             200                           2,091
                                                          ---------       ---------                       ---------
Other assets:
  Catalog costs, less current portion                            69                                              69
  Deferred tax asset                                             58                                              58
  Goodwill and other intangibles                              9,149                          12,696  (B)     21,845
  Other assets                                                  425             105                             530
                                                          ---------       ---------       ---------       ---------
         Total other assets                                   9,701             105          12,696          22,502
                                                          ---------       ---------       ---------       ---------
                                                          $  64,619       $   1,429         $ 5,196       $  71,244
                                                          =========       =========       =========       =========
Current liabilities:
  Current installment of long-term debt                   $       6                                       $       6
  Trade accounts payable                                      2,388       $     551                           2,939
  Accrued income taxes payable                                1,140                                           1,140
  Accrued expenses                                              862                         $   450  (B)      1,312
  Other liabilities                                             202              14                             216
  Deferred revenue                                                              970                             970
                                                          ---------       ---------       ---------       ---------
         Total current liabilities                            4,598           1,535             450           6,583
                                                          ---------       ---------       ---------       ---------
Deferred income tax liability                                   105                                             105
                                                          ---------                                       ---------
         Total long-term liabilities                            105                                             105
                                                          ---------                                       ---------
Series A Convertible Redeemable
   Preferred Stock                                                            1,884          (1,884) (B)         --

Stockholders' equity:
Common stock                                                    304               4               2  (B)        310
Accumulated other comprehensive loss                           (983)             --              --  (B)       (983)
Additional paid-in capital                                  140,998              40           9,882  (B)    150,920
Warrants                                                                         20             (20) (B)         --
Accumulated deficit                                         (78,108)         (2,046)         (3,242) (B)    (83,396)
Notes receivable                                             (1,627)                                         (1,627)
Treasury stock                                                 (668)             (8)              8  (B)       (668)
                                                          ---------       ---------       ---------       ---------
         Total stockholders equity                           59,916          (1,990)          6,630          64,556
                                                          ---------       ---------       ---------       ---------
                                                          $  64,619       $   1,429         $ 5,196       $  71,244
                                                          =========       =========       =========       =========
</TABLE>


    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED PRO FORMA
                   CONDENSED COMBINED FINANCIAL STATEMENTS.


<PAGE>

        UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2000
                      (in thousands except per share data)


<TABLE>
<CAPTION>
                                                        HARVARD            UNION           PRO FORMA
                                                       BIOSCIENCE        BIOMETRICA        ADJUSTMENTS      COMBINED
<S>                                                    <C>                <C>              <C>             <C>
Revenue                                                 $ 30,575           $2,398                          $32,973
Costs and expenses
  Cost of revenue                                         16,097              473                           16,570
  Research and development                                 1,533            1,459                            2,992
  Marketing, general and
    administrative                                         8,367            1,251                            9,618
  Stock compensation expense                              14,411                7                           14,418
  Amortization of goodwill
     and other intangibles                                   604               --         $  1,183 (A)       1,787
                                                        --------         --------         --------         -------
Total costs and expenses                                  41,012            3,190            1,183          45,385
                                                        --------         --------         --------         -------
Operating loss                                           (10,437)            (792)          (1,183)        (12,412)
                                                        --------         --------         --------        --------
Other (expense) income:
  Common stock warrant
    interest expense                                     (36,885)              --                           (36,885)
  Other, net                                              (1,188)              27                            (1,161)
                                                        --------         --------         --------        ---------
Total other (expense) income:                            (38,073)              27               --          (38,046)
                                                        --------         --------         --------        ---------
     Loss before income taxes                            (48,510)            (765)          (1,183)         (50,458)
Income taxes                                               1,360               --               --            1,360
Accretion of offering costs and dividends on
  preferred stock                                           (136)            (113)             113  (D)        (136)
                                                        --------         --------         --------        ---------
Net loss available to
  common shareholders                                   $(50,006)        $   (878)        $ (1,070)       $ (51,954)
                                                        ========         ========         ========        =========
Loss per share
  Basic                                                 $  (6.25)                                             (6.00)
                                                        ========                                           ========
Weighted average shares
  Basic                                                    8,005                                              8,664
                                                        ========                                           ========
</TABLE>


    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED PRO FORMA
                    CONDENSED COMBINED FINANCIAL STATEMENTS.


<PAGE>
         UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001
                      (in thousands except per share data)


<TABLE>
<CAPTION>
                                                           HARVARD          UNION             PRO FORMA         PRO FORMA
                                                         BIOSCIENCE       BIOMETRICA        ADJUSTMENTS         COMBINED
<S>                                                     <C>              <C>                <C>               <C>
Revenue                                                 $  8,607         $   788            $     --            $  9,395
     Costs and expenses
       Cost of revenue                                     4,354             534                  --               4,888
       Research and development                              430             469                                     899
       Marketing, general and
         administrative                                    2,360             650                                   3,010
       Stock compensation expense                            761              --                                     761
       Amortization of goodwill
         and other intangibles                               184              --                 296 (A)             480
                                                        --------        --------            --------            --------
     Total costs and expenses                              8,089           1,653                 296              10,038
                                                        --------        --------            --------            --------
     Operating income (loss)                                 518            (865)               (296)               (643)

     Other income, net                                       344              14                  --                 358
                                                        --------        --------            --------            --------
          Income (Loss) before income taxes                  862            (851)               (296)               (285)

     Income taxes                                            590              --                  --                 590
                                                        --------        --------            --------            --------
     Net income (loss)                                  $    272            (851)               (296)               (875)

     Accretion of offering costs
       and dividends on preferred
        stock                                                 --             (45)                 45   (D)            --
                                                        --------        --------            --------            --------
     Net income (loss) available
       to common shareholders                           $    272        $   (896)           $   (251)           $   (875)
                                                        ========        ========            ========            ========
     (Loss) per share
       Basic                                            $   0.01                                                $  (0.03)
                                                        ========                                                ========
       Diluted                                          $   0.01                                                $  (0.03)
                                                        ========                                                ========
     Weighted average shares
       Basic                                              25,214                                                  25,873
                                                        ========                                                ========
       Diluted                                            25,633                                                  25,873
                                                        ========                                                ========
</TABLE>


    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE UNAUDITED PRO FORMA
                    CONDENSED COMBINED FINANCIAL INFORMATION.


<PAGE>

     NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     NOTE 1.  BASIS OF PRESENTATION

     On May 31, 2001, Harvard Bioscience, Inc. and Subsidiaries, (the 
"Company") acquired all of the outstanding common and preferred shares of 
Union Biometrica. Union Biometrica develops, manufactures and markets 
instruments that enable high throughput analysis and sorting of model 
organisms used in drug discovery research. The transaction was accounted for 
using the purchase method of accounting. The total purchase price of 
approximately $17.4 million, net of cash acquired of $562,000, included 
659,282 common shares and 263,202 options with an estimated fair value of $10 
million.

     The unaudited pro forma condensed combined statement of operations for the
year ended December 31, 2000 and the three months ended March 31, 2001 give
effect to the acquisition as if the transaction had occurred as of January 1,
2000. The unaudited pro forma condensed combined balance sheet give effect to
the acquisition as if the transaction had occurred on March 31, 2001. The
allocation of purchase price is based on an independent appraisal and management
estimates. Below is a table of the purchase price allocation net of cash
acquired of $562,000, in millions:


<TABLE>
         <S>                                                         <C>
         Current Assets...........................................   $   0.5
         Property, Plant & Equipment..............................       0.2
         Purchased Intangibles....................................      10.1
         In Process Research & Development........................       5.3
         Goodwill.................................................       3.7
         Other Assets.............................................       0.1
         Current Liabilities......................................      (2.5)
                                                                       ------
                                                                       $ 17.4
                                                                       ======
</TABLE>


     NOTE 2.  PRO FORMA ADJUSTMENTS

     The proforma adjustments are based on an allocation of purchase price to
the assets acquired and liabilities assumed.

     (A) Adjustments have been included to record amortization of purchased
intangibles and goodwill in the unaudited pro forma condensed combined
statements of operations for the year ended December 31, 2000 and the three
months ended March 31, 2001 in the amounts of $1,183,000 and $296,000
respectively. The fair value amounts and amortization periods for the acquired
intangible assets are as follows in thousands:


<TABLE>
<CAPTION>
                                     AMOUNT
                              (IN THOUSANDS)                 PERIOD

     <S>                                  <C>                <C>
     Goodwill                               $ 3,671          15 years
     Workforce in Place                       1,370          15 years
     Acquired Technologies                    7,967          10 years
     Trademark                                  760          15 years
                                          ---------
                                            $13,768
                                          =========
</TABLE>



<PAGE>

     (B) Adjustment to reflect the common stock issued in connection with the
acquisition of Union Biometrica and the allocation of the purchase price to the
net assets acquired and liabilities assumed. In addition, it reflects the
accrual of acquisition costs of $450,000 and the effects of IPR&D expense of
$5,288,000 included in accumulated deficit, see (C).

     (C) As required by Article 11 of Regulation S-X, the unaudited pro forma
condensed combined statement of operations excludes material non-recurring
charges that result directly from the merger and that will be recorded within
twelve months of the merger. In process research and development expense of
$5,288,000 related directly to the merger was not included in the unaudited pro
forma combined condensed statements of operations.

     (D) Adjustment to eliminate accretion of offering costs and dividends on 
Union Biometrica's preferred stock.

     NOTE 3.  PRO FORMA NET LOSS PER SHARE

     The unaudited basic and diluted net loss per share is based on the weighted
average number of Harvard Bioscience common shares outstanding prior to the
merger plus the number of shares of Harvard Bioscience common stock issued upon
the closing of the merger to existing security holders. Shares issuable under
the Harvard Bioscience and Union Biometrica option incentive plan are not
included in the determination of weighted average shares as they are
antidilutive.