UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A No. 1

(Mark One)

ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2001

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________ .

Commission File No. 1-12714

OSMONICS, INC.

(Exact name of registrant as specified in its charter)

Minnesota		41-0955959
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5951 Clearwater Drive, Minnetonka, Minnesota		55343
(Address of principal executive offices)		(Zip Code)

(952) 933-2277
(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Common Shares, par value $0.01 per share		New York Stock Exchange
(Title of each class)		(Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:
None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K. ý.

As of March 20, 2002, 14,538,884 Common Shares were outstanding. The aggregate market value of the Common Shares held by non-affiliates of the Registrant on such date (based upon the closing price of such shares on the New York Stock Exchange on March 20, 2002) was $209,359,930.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for the fiscal year ended December 31, 2001 (the “Annual Report to Shareholders”), are incorporated by reference into Parts II and IV. Portions of the definitive Proxy Statement for the Annual Meeting of Shareholders to be held on May 8, 2002 (the “Proxy Statement”), and to be filed within 120 days after the Registrant’s fiscal year ended December 31, 2001, are incorporated by reference into Part III.

EXPLANATORY NOTE

We are filing this amendment to our Annual Report on Form 10-K, originally filed with the Securities and Exchange Commission on April 1, 2002, solely for the purpose of amending Item 14. Except as specifically indicated herein, no other information included in the Annual Report on Form 10-K is amended by this Form 10-K/A.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K

(a) (1)		Financial Statements

		The consolidated financial statements of the Registrant and its subsidiaries, included in the Annual Report to Shareholders, are incorporated by reference in Item 8, and are also incorporated herein by reference.

(a) (2)		Financial Statement Schedule

		Reports of Independent Public Accountants on Supplemental Schedule to the Consolidated Financial Statements.

		Valuation and qualifying accounts.

		Schedules not listed above have been omitted because they are either not applicable, not material or the required information has been given in the financial statements or in the notes to the financial statements.

(2)		Agreement and Plan of Merger among Desalination Systems, Inc., Osmonics, Inc. and DSI Acquisition Corp. dated May 17, 1996. (Incorporated herein by reference to Exhibit 2 to Registration Statement on Form S-3, File No. 33-05029.)

(3)A.		Certificate of Incorporation of the Registrant, as amended. (Incorporated herein by reference to Appendix C of the Registrant’s Proxy Statement dated April 15, 1992, File No. 0-08282. Certificate of Amendment dated June 6, 1996. (Incorporated herein by reference to Exhibit A of the Registrant’s Proxy Statement dated April 4, 1996, File No. 0-08282.)

B.		By-Laws of the Registrant. (Incorporated herein by reference to Annex D of the Registrant’s Proxy Statement dated April 11, 2001, File No. 1-12714.)

(4)A.		Note Purchase Agreement dated July 12, 1991. (Incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for fiscal year ended December 31, 1991, dated March 30, 1992, File No. 0-08282.)

(10)A.*		1993 Stock Option Plan and related form of stock option agreement. (Incorporated herein by reference to Annex C of the Registrant’s Joint Proxy Statement/Prospectus dated September 14, 1993, File No. 0-08282.)

B.		Stock Option Agreement with Michael L. Snow, Director dated October 3, 1993. (Incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for fiscal year ended December 31, 1993, dated March 31, 1994, File No. 1-12714.)

D.		1995 Employee Stock Purchase Plan. (Incorporated herein by reference to the Registrant’s Proxy Statement dated March 27, 1995, File No. 1-12714.)

E.*		1995 Director Stock Option Plan. (Incorporated herein by reference to the Registrant’s Proxy Statement dated March 27, 1995, File No. 1-12714.)

		* Denotes Executive Compensation Plan.

(10)	(a)	Letter Agreement dated as of May 15, 2001 by and between MLS and the Corporation (terminated August 13, 2002(rescinded April 1, 2002(portions of this exhibit were omitted and filed separately with the Securities and Exchange Commission pursuant to an application requesting confidential treatment in accordance with Rule 24b-2 of the Securities Exchange Act of 1934.

	(b)	Stock Option Agreement with Michael L. Snow, Director dated March 15, 1999.

	(c)	Change of Control Agreement dated April 26, 2001 with D. Dean Spatz (schedule attached listing executives / officers with substantially identical change in control agreements).

	(d)	Non-compete Agreement with Phil M. Rolchigo dated October 5, 2001.

	(e)	Letter agreement of April 1, 2002 by and between MLS and the Company rescinding Letter Agreement dated May 15, 2001.

(13)		2001 Annual Report to Shareholders. (Only those portions incorporated herein by reference shall be deemed filed with the Commission.)

(21)		Subsidiaries of the Registrant.

(23)		Consent of Deloitte & Touche LLP.

(b)	Reports on Form 8-K

	No reports on Form 8-K were filed during the quarter ended December 31, 2001.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	OSMONICS, INC.

	By	/s/ D. Dean Spatz
		D. Dean Spatz, CEO

Dated: November 1, 2002

OSMONICS INC 10-K/A