SC TO-I/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   SCHEDULE TO

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                (FINAL AMENDMENT)
                           MOLECULAR DIAGNOSTICS, INC.
         ---------------------------------------------------------------
                       (Name of Subject Company (issuer))
                           MOLECULAR DIAGNOSTICS, INC.
         ---------------------------------------------------------------
            (Names of Filing Persons (identifying status as offeror,
                            issuer or other person))
                         Common Stock, par value $0.001
         ---------------------------------------------------------------
                         (Title of Class of Securities)

         ---------------------------------------------------------------
                      (CUSIP Number of Class of Securities)
                                Peter P. Gombrich
                                    President
                           Molecular Diagnostics, Inc.
                       414 North Orleans Street, Suite 510
                             Chicago, Illinois 60610
      --------------------------------------------------------------------
           (Name, address, and telephone numbers of person authorized
       to receive notices and communications on behalf of filing persons)

                                    Copy to:
                             Robert J. Minkus, Esq.
                              Schiff Hardin & Waite
                                6600 Sears Tower
                             Chicago, Illinois 60606
                                 (312) 258-5500

Check the appropriate boxes below to designate any transactions to which the
statement relates:
      [ ]        third-party tender offer subject to Rule 14d-1.
      |X|        issuer tender offer subject to Rule 13e-4.
      [ ]        going-private transaction subject to Rule 13e-3.
      [ ]        amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: |X|






This Final Amendment to Schedule TO amends and supplements the Schedule TO
originally filed on November 20, 2001, as amended by Amendment No. 1 on December
19, 2001 (as so amended, the "Statement") relating to the offer by Molecular
Diagnostics, Inc., a Delaware corporation ("Molecular Diagnostics"), to exchange
(the "Exchange Offer") 1/25 (one twenty-fifth) of a share of Series E
convertible preferred stock, par value $0.001, of Molecular Diagnostics for each
share of common stock, par value $0.001, of Molecular Diagnostics outstanding on
November 16, 2001. Molecular Diagnostics made the Exchange Offer based on the
terms and conditions set forth in the Offering Circular, dated December 18, 2001
(the "Offering Circular") and in the related letter of transmittal. Copies of
the Offering Circular and the letter of transmittal were previously filed with
the Statement as exhibits (a)(1) and (a)(2), respectively.

ITEMS 4 AND 11.
Items 4 and 11 of the Statement are hereby amended and supplemented as follows:

The Exchange Offer expired at 5:00 p.m., New York City time, on December 28,
2001.

Molecular Diagnostics accepted for exchange 10,859,088 shares of its common
stock. In exchange for the accepted shares of common stock, Molecular
Diagnostics will issue approximately 434,363 shares of its Series E convertible
preferred stock.

ITEM 12.

Item 12 of the Statement is hereby amended and supplemented as follows:

(a)(8) Press Release dated January 21, 2002.

                                    SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Statement is true, complete and correct.


Date: January 23, 2002

                                                     By: /s/ PETER P. GOMBRICH
                                                        -----------------------
                                                             Peter P. Gombrich
                                                             President


                                       1

EX-99.(A)(8)

PRESS RELEASE

SOURCE: Molecular Diagnostics, Inc.

MOLECULAR DIAGNOSTICS' ACCEPTS 10,859,088 SHARES OF COMMON STOCK FOR CONVERSION
INTO SERIES E PREFERRED STOCK

RECENTLY CLOSED OFFERING REDUCES OUTSTANDING COMMON STOCK BY 30%

CHICAGO--(BUSINESS WIRE)--Jan. 21, 2002-- Molecular Diagnostics, Inc.
(MCDG:OTCBB) announced today that it has accepted 10,859,088 shares of its
common stock in its tender offer, which closed on December 28, 2001. MDI will
issue approximately 434,363 shares of a new Series E convertible preferred stock
in exchange for the accepted shares of common stock. Shares of the new Series E
convertible preferred stock will not be convertible into shares of common stock
prior to December 1, 2002.

Peter P. Gombrich, Chairman and CEO of Molecular Diagnostics said, "We are
pleased with the overall response we received from stockholders to the tender
offer. Shares of common stock controlled by management and members of the Board
of Directors represented approximately 61% of the total number of shares
tendered. I think this represents a very strong statement about their continuing
support of MDI's business objectives for both the current and the longer term
periods."

About Molecular Diagnostics

Molecular Diagnostics develops cost-effective cancer screening systems which can
be utilized at the point of care or in a laboratory, to assist in the early
detection of cervical, gastrointestinal and other cancers. The InPath(TM) System
is being developed to provide medical practitioners with a highly accurate,
low-cost, point-of-care cervical cancer screening system. Other products include
SAMBA(TM) Telemedicine software used for medical image processing, database and
multimedia case management, telepathology and teleradiology. Molecular
Diagnostics also makes certain aspects of its technology available to 3rd
parties for development of their own screening systems.

Certain statements throughout this release are forward-looking. These statements
are based on the Company's current expectations and involve many risks and
uncertainties, such as the possibility that clinical trials will not
substantiate the Company's expectations with respect to the InPath(TM) System,
and other factors set forth in reports and documents filed by Molecular
Diagnostics, Inc. with the Securities and Exchange Commission. Molecular
Diagnostics, Inc. undertakes no obligation to publicly update or revise any
forward-looking statements contained herein

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Contact:

     Molecular Diagnostics, Inc.
     Peter Gombrich, 312/222-9550