8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

         Date of Report (Date of earliest event reported): April 8, 2004


                              Escalon Medical Corp.
           ---------------------------------------------------------
             (Exact name of registrant as specified in its charter)

  Pennsylvania                          0-20127                33-0272839
- -----------------               -----------------------      ---------------
(State or other jurisdiction                                 (IRS employer
of incorporation)               (Commission file number)     identification no.)

   575 East Swedesford Road, Suite 100
           Wayne, Pennsylvania                                     19087
- ----------------------------------------                       ------------
(Address of principal executive offices)                         (Zip code)

       Registrant's telephone number, including area code: (610) 688-6830

                                       N/A
         ---------------------------------------------------------------
          (Former name or former address, if changed since last report)

Item 5. Other Events and Regulation FD Disclosure.

           On April 8, 2004, we issued a press release announcing our intention
to make an exchange offer for the shares of Drew Scientific Group PLC ("Drew").
We intend to offer 0.0048 shares of our common stock in exchange for each
ordinary share of Drew that is validly tendered. The exchange offer values each
Drew share at (pound)0.06 (approximately $0.11) based on the closing price of
$23.25 per share of our common stock on April 7, 2004. A copy of the press
release is attached as an exhibit to this Form 8-K current report.

Item 7. Financial Statements and Exhibits.

            (c) Exhibits.

            The following exhibit is filed herewith:



            Exhibit No.                        Description
                         
               99.1         Press release issued by Escalon Medical Corp.
                            dated April 8, 2004


                                       2

                                   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.

                                      ESCALON MEDICAL CORP.



Date: April 8, 2004          By:      /s/ Richard J. DePiano
                                ----------------------------
                                          Richard J. DePiano
                                          Chairman and
                                          Chief Executive Officer

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                                  EXHIBIT INDEX



Exhibit
Number          Description
             
    99.1        Press release dated April 8, 2004 issued by the Company.

EX-99.1

                                                                    EXHIBIT 99.1

                                                                   PRESS RELEASE

AT THE COMPANY                                     AT FINANCIAL RELATIONS BOARD

Richard J. DePiano                                         Alison Ziegler
Chairman and CEO                                            212/445-8432
610/688-6830

FOR IMMEDIATE RELEASE


               ESCALON(R) MEDICAL CORP. ANNOUNCES ITS INTENTION
               TO MAKE AN EXCHANGE OFFER TO ACQUIRE THE SHARES OF
                            DREW SCIENTIFIC GROUP PLC

WAYNE, PA - APRIL 8, 2004 -- Escalon Medical Corp. (Nasdaq Small Cap: ESMC)
today announced that Escalon intends to make an exchange offer for the shares of
Drew Scientific Group PLC (London Stock Exchange: DRW), a diagnostics company
that specializes in analytical systems for laboratory testing worldwide. Escalon
intends to offer 0.0048 shares of Escalon common stock in exchange for each
ordinary share of Drew Scientific that is validly tendered. The exchange offer
values each Drew Scientific share at (pound)0.06 (approximately $0.11) based on
the closing price of $23.25 per share of Escalon common stock on April 7, 2004.
If all of the outstanding shares of Drew Scientific are exchanged, Escalon would
issue approximately 284,869 shares of Escalon common stock in the exchange
offer.

"Our recent private equity financing has provided us with the flexibility to
invest in a broader range of expansion opportunities," commented Richard J.
DePiano, Chairman and Chief Executive Officer. "The acquisition would provide
Drew Scientific with needed working capital and provide Escalon with another
vehicle for growth. Drew Scientific would operate as a separate division of
Escalon."

The offer is subject to customary conditions, including due diligence and
government approvals, including any approvals required under the British City
Code on Takeovers and Mergers.

Drew Scientific, based in the U.K. with manufacturing operations in Texas and
Connecticut, is a diagnostics company specializing in the design, manufacture,
sale and distribution of analytical systems for laboratory testing worldwide.
Drew Scientific provides instrumentation and consumables for the diagnosis and
monitoring of medical disorders in the areas of diabetes, cardiovascular
diseases and hematology, as well as Veterinary hematology and blood chemistry.

                                      * * *

Founded in 1987, Escalon develops, markets and distributes ophthalmic
diagnostic, surgical and pharmaceutical products as well as vascular access
devices. Escalon seeks to further diversify its product line to achieve critical
mass in sales and take better advantage of Escalon's distribution capabilities
through internal product development, acquisitions or strategic partnerships.
Escalon has headquarters in Wayne, Pennsylvania and manufacturing operations in
Long Island, New York and New Berlin, Wisconsin.

                                    --More--

Escalon Medical Corp.
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This announcement does not constitute an offer or invitation to purchase any
securities. The formal offer document containing the full terms and conditions
of the exchange offer, together with a form of acceptance will be distributed to
the shareholders of Drew Scientific at a later date.

To U.S. Holders of Drew Scientific Shares:

This intention to make a tender offer is made for the securities of a foreign
company. The offer is subject to disclosure requirements of a foreign country
that are different from those of the United States. Financial statements
included in the document, if any, have been prepared in accordance with foreign
accounting standards that may not be comparable to the financial statements of
United States companies.

It may be difficult for you to enforce your rights and any claim you may have
arising under the federal securities laws, since Drew Scientific is located in a
foreign country, and some or all of its officers and directors may be residents
of a foreign county. You may not be able to sue a foreign company or its
officers or directors in a foreign court for violations of the U.S. securities
laws. It may be difficult to compel a foreign company and its affiliates to
subject themselves to a U.S. court's judgment.

You should be aware that Escalon may purchase securities otherwise than under
the tender offer, such as in open market or privately negotiated purchases.

Note: This press release contains statements that are considered forward-looking
under the Private Securities Litigation Reform Act of 1995, including statements
about Escalon's future prospects. They are based on Escalon's current
expectations and are subject to a number of uncertainties and risks, and actual
results may differ materially. The uncertainties and risks include whether
Escalon is able to improve upon the operations of Escalon's business units,
generate cash and identify, finance and enter into business relationships and
acquisitions, uncertainties and risks related to new product development,
commercialization, manufacturing and market acceptance of new products,
marketing acceptance of existing products in new markets, research and
development activities, including failure to demonstrate clinical efficacy,
delays by regulatory authorities, scientific and technical advances by Escalon
or third parties, introduction of competitive products, third party
reimbursement and physician training as well as general economic conditions.
Further information about these and other relevant risks and uncertainties may
be found in Escalon's report on Form 10-K, and its other filings with the
Securities and Exchange Commission, all of which are available from the
Commission as well as other sources.

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