S-8

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

KENSEY NASH CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	36-3316412
(State or other jurisdiction of incorporation or organization)	(I. R. S. Employer Identification Number)

735 PENNSYLVANIA DRIVE

EXTON, PENNSYLVANIA 19341

(Address of principal executive offices) (Zip Code)

FIFTH AMENDED AND RESTATED

KENSEY NASH CORPORATION

EMPLOYEE INCENTIVE COMPENSATION PLAN

(Full title of the Plan)

Joseph W. Kaufmann

Chief Executive Officer

Kensey Nash Corporation

735 Pennsylvania Drive

Exton, Pennsylvania 19341

(Name and address of agent for service)

(484) 713-2100

(Telephone number, including area code, of agent for service)

Copies to:

Mark D. Wood, Esq.

Katten Muchin Rosenman LLP

525 West Monroe Street, Suite 1900

Chicago, Illinois 60661-3693

(312) 902-5200

Calculation of Registration Fee

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)		Proposed maximum aggregate price (2)		Amount of registration fee
Common Stock, $ 0.001 par value	300,000 shares	$	29.98	$	8,994,000	$	963

(1) Pursuant to 416(a), the registration statement also covers an indeterminate number of additional shares of Common Stock which may be issued under the adjustment provisions of the Kensey Nash Corporation Employee Incentive Compensation Plan.

(2) Based upon the average of the high and low prices per share of Common Stock of Kensey Nash Corporation, on December 13, 2006, as reported by the NASDAQ Global Select Market; these amounts are used solely for the purpose of calculating the registration fee. The registration fee is computed in accordance with Rule 457(h) and (c) under the Securities Act of 1933.

Introduction

This Registration Statement on Form S-8 (the “Registration Statement”) registers additional securities of the same class as other securities for which registration statements on Form S-8 relating to the Kensey Nash Corporation Employee Incentive Compensation Plan are effective. In accordance with General Instruction E to Form S-8, Kensey Nash Corporation (the “Company”) incorporates by reference the contents of the Company’s registration statement on Form S-8, Registration File No. 333-04093, filed with the Securities and Exchange Commission (the “Commission”) on May 20, 1996; the Company’s registration statement on Form S-8, Registration File No. 333-22993, filed with the Commission on March 7, 1997; the Company’s registration statement on Form S-8, Registration File No. 333-71050, filed with the Commission on October 5, 2001; and the Company’s registration statement on Form S-8, Registration File No. 333-117354, filed with the Commission on July 14, 2004.

PART II

Information Required in the Registration Statement

Item 8. Exhibits

Exhibit Number	Exhibits
5.1	Opinion of Katten Muchin Rosenman LLP.
23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Katten Muchin Rosenman LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included in the signature pages hereto).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Exton, State of Pennsylvania, on this 19th day of December 2006.

KENSEY NASH CORPORATION
By:	/s/ JOSEPH W. KAUFMANN
	Joseph W. Kaufmann
	Chief Executive Officer (principal executive officer),
	President, Secretary and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Joseph W. Kaufmann, Douglas G. Evans and Wendy F. Dicicco, and each of them severally, acting alone and without the other, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, to sign on his or her behalf, individually and in each capacity stated below, all amendments and post-effective amendments to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as each might or could do in person, hereby ratifying and confirming each act that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

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

Signature	Titles	Date
/s/ JOSEPH W. KAUFMANN Joseph W. Kaufmann	Chief Executive Officer (principal executive officer), President, Secretary and Director	December 19, 2006
/s/ JOHN E. NASH, P.E. John E. Nash, P.E.	Vice President of New Technologies and Director	December 19, 2006
/s/ DOUGLAS G. EVANS, P.E. Douglas G. Evans, P.E.	Chief Operating Officer, Assistant Secretary and Director	December 19, 2006
/s/ WENDY F. DICICCO, CPA Wendy F. DiCicco, CPA	Chief Financial Officer (principal financial and accounting officer)	December 19, 2006
/s/ ROBERT J. BOBB Robert J. Bobb	Director	December 19, 2006
/s/ HAROLD N. CHEFITZ Harold N. Chefitz	Director	December 19, 2006
/s/ WALTER R. MAUPAY, JR. Walter R. Maupay, Jr.	Chairman of the Board	December 19, 2006
/s/ C. MCCOLLISTER EVARTS, M.D. C. McCollister Evarts, M.D.	Director	December 19, 2006
/s/ STEVEN J. LEE Steven J. Lee	Director	December 19, 2006
/s/ KIM D. ROSENBERG Kim D. Rosenberg	Director	December 19, 2006

EXHIBIT INDEX

Exhibit Number	Exhibits
5.1	Opinion of Katten Muchin Rosenman LLP.
23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Katten Muchin Rosenman LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included in the signature pages hereto).

EX-5.1

Exhibit 5.1

Opinion of Katten Muchin Rosenman LLP, the legal counsel to the Company.

December 19, 2006

Kensey Nash Corporation

735 Pennsylvania Drive

Exton, Pennsylvania 19341

Ladies and Gentlemen:

We have acted as counsel to Kensey Nash Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-8 (the “Registration Statement”) for the registration under the Securities Act of 1933, as amended (the “Act”), of the issuance and sale by the Company of up to an additional 300,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), pursuant to the Fifth Amended and Restated Kensey Nash Corporation Employee Incentive Compensation Plan (the “Plan”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

In connection with this opinion, we have relied as to matters of fact, without investigation, upon certificates of public officials and others and upon affidavits, certificates and written statements of directors, officers and employees of, and the accountants for, the Company. We have also examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the following:

1. The Certificate of Incorporation of the Company, as amended;

2. The By-laws of the Company, as amended;

3. Records of proceedings and actions of the Board of Directors and the stockholders of the Company relating to the Plan;

4. The Plan; and

5. Such other instruments, documents, statements and records of the Company and others as we have deemed relevant and necessary to examine and rely upon for the purpose of this opinion.

In connection with this opinion, we have assumed the legal capacity of all natural persons, the accuracy and completeness of all documents and records that we have reviewed, the genuineness of all signatures, the due authority of the parties signing such documents, the authenticity of the documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or reproduced copies.

Based upon and subject to the foregoing, it is our opinion that, when the Shares are issued and delivered by the Company and paid for in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable.

Our opinion expressed above is limited to the General Corporation Law of the State of Delaware, the applicable provisions of the Delaware constitution and the reported judicial decisions interpreting such laws. We do not

express any opinion concerning any other laws. This opinion is given as of the date hereof and we assume no obligation to advise you of changes that may hereafter be brought to our attention.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ KATTEN MUCHIN ROSENMAN LLP

KATTEN MUCHIN ROSENMAN LLP

EX-23.1

Exhibit 23.1

Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the consolidated financial statements of Kensey Nash Corporation and Subsidiaries and management’s report on the effectiveness of internal control over financial reporting dated September 13, 2006, appearing in the Annual Report on Form 10-K of Kensey Nash Corporation and Subsidiaries for the year ended June 30, 2006.

/s/ DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania

December 14, 2006