SEC FORM 5 SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported.
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
NORIGE MARK A

(Last) (First) (Middle)
C/O HARVARD BIOSCIENCE, INC.
84 OCTOBER HILL ROAD

(Street)
HOLLISTON MA 01746

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HARVARD BIOSCIENCE INC [ HBIO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
C.O.O.,Harvard Apparatus
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock, par value $0.01 per share 240,825(1) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Includes 404 shares of common stock acquired under the Harvard Bioscience, Inc. Employee Stock Purchase Plan (the "ESPP") on June 30, 2004 and 441 shares of common stock acquired under the ESPP on December 31, 2004.
/s/ Bryce Chicoyne, Attorney-in-fact 02/14/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
LIMITED POWER OF ATTORNEY
FOR
HARVARD BIOSCIENCE, INC.
SECTION 16(a) FILINGS



     Know all by these presents, that the undersigned
hereby constitutes and appoints each of Chane
Graziano, David Green and Bryce Chicoyne, signing
singly, the undersigned?s true and lawful attorney-in-
fact to:

(1)     execute for and on behalf of the undersigned,
in the undersigned?s capacity as an officer, director
and/or stockholder of Harvard Bioscience, Inc. (?the
Company?), Forms 3, 4, and 5 and amendments thereto in
accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder;

(2)     do and perform any and all acts for and on
behalf of the undersigned which may be necessary or
desirable to complete and execute any such Form 3, 4,
or 5 or amendment thereto and timely file such form
with the United States Securities and Exchange
Commission (the ?SEC?) and any stock exchange or
similar authority; and

(3)     take any other action of any type whatsoever
which, in the opinion of such attorney-in-fact, may be
necessary or desirable in connection with the
foregoing authority, it being understood that the
documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve.

The undersigned hereby grants to each such attorney-
in-fact full power and authority to do and perform any
and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any
of the rights and powers herein granted, as fully to
all intents and  purposes as the undersigned might or
could do if personally present, with full power of
substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such
attorney-in-fact?s substitute or substitutes, shall
lawfully do or cause to be done by virtue of this
Power of Attorney and the rights and powers herein
granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the
undersigned?s responsibilities to comply with Section
16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to
file Forms 3, 4, and 5 with respect to the
undersigned?s holdings of and transactions in
securities of the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.  This Power of Attorney
may be filed with the SEC as a confirming statement of
the authority granted herein.

IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 27th day
of January, 2005.



                         /s/ Mark A. Norige
                             Mark A. Norige