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

                                    FORM 10-Q

(Mark one)

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2002

                                       OR

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

                       From the transition period from to


                         Commission File Number: 0-27854

                          BONE CARE INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

Wisconsin                                                       39-1527471
(State of                                                      (IRS Employer
Incorporation)                                              Identification No.)

                          1600 Aspen Commons, Suite 300
                           Middleton, Wisconsin 53562
                         (Address, including zip code of
                    Registrant's principal executive offices)

                                  608-662-7800
              (Registrant's telephone number, including area code)

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 [X]     No [ ]

As of March 31, 2002, 14,151,572 shares of the registrant's common stock, no par
value, were outstanding.






                          BONE CARE INTERNATIONAL, INC.

                                    FORM 10-Q

                  For the quarterly period ended March 31, 2002

                                TABLE OF CONTENTS


PART I  - FINANCIAL INFORMATION                                           Page

Item 1 Financial Statements

          Balance Sheets
          March 31, 2002 and June 30, 2001                                 3

          Statements of Operations
          Quarter and Nine Months Ended
          March 31, 2002 and 2001                                          5

          Statements of Cash Flows
          Nine Months Ended
          March 31, 2002 and 2001                                          6

          Notes to Financial Statements                                    7

Item 2 Management's Discussion and Analysis of Financial
       Condition and Results of Operations                                 8

Item 3 Quantitative and Qualitative Disclosures About Market Risk         11

PART II - OTHER INFORMATION

Item 1    Legal Proceedings                                               12

Item 2    Changes in Securities and Use of Proceeds                       12

Item 3    Defaults Upon Senior Securities                                 12

Item 4    Submission of Matters to a Vote of Security Holders             12

Item 5    Other Information                                               12

Item 6    Exhibits and Reports on Form 8-K                                13

SIGNATURES                                                                14

EXHIBIT INDEX                                                             15








PART 1.  FINANCIAL INFORMATION
ITEM 1.  Financial Statements

BONE CARE INTERNATIONAL, INC.
Balance Sheets

-------------------------------------------------------------------------------
ASSETS
-------------------------------------------------------------------------------
                                              March 31,             June 30,
                                                 2002                 2001
                                            (Unaudited)            (Audited)
-------------------------------------------------------------------------------
Current Assets:
     Cash and cash equivalents               $ 1,219,277          $ 1,842,838
     Marketable securities                    19,566,503           15,079,575
     Accounts receivable, net of allowance
       for doubtful accounts of $136,000 and
       $100,000 for March 31, 2002 and
       June 30, 2001, respectively             2,913,001            3,347,300
     Inventories                               2,574,918            1,810,574
     Other current assets                        676,613            1,085,103
-------------------------------------------------------------------------------
Total current assets                          26,950,312           23,165,390
-------------------------------------------------------------------------------

Long-term securities                           5,589,096           14,424,490
Property, plant and equipment-at cost:
     Leasehold improvements                      588,632              587,632
     Furniture and fixtures                      449,687              466,200
     Machinery and other equipment             2,069,074            1,419,293
-------------------------------------------------------------------------------
                                               3,107,393            2,473,125
     Less accumulated depreciation
       and amortization                        1,358,478              970,120
-------------------------------------------------------------------------------
                                               1,748,915            1,503,005
Patent fees net of accumulated amortization
  of $1,018,056 at March 31, 2002 and
  $988,466 at June 30, 2001                    1,167,644            1,025,320
Excess of cost over fair value of net
  assets acquired, net of accumulated
  amortization of $1,000,752 at March 31,
  2002 and June 30, 2001                         359,165              359,165
-------------------------------------------------------------------------------
                                             $35,815,132          $40,477,370
===============================================================================


See the accompanying notes to financial statements.


                                      -3-




BONE CARE INTERNATIONAL, INC.
Balance Sheets


-------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
-------------------------------------------------------------------------------
                                              March 31,            June 30,
                                                 2002                2001
                                             (Unaudited)           (Audited)
-------------------------------------------------------------------------------
Current liabilities:
-------------------------------------------------------------------------------
   Accounts payable                         $  1,398,514         $  1,612,543
   Accrued liabilities:
       Accrued clinical study and
         research costs                          311,646              147,635
       Accrued compensation                      307,471              208,930
       Due to customers                                -              135,102
       Other current liabilities                   1,099               70,055
    Allowance for sales returns                   50,000              205,000
-------------------------------------------------------------------------------
Total current liabilities                      2,068,730            2,379,265
-------------------------------------------------------------------------------
Shareholders' equity:
-------------------------------------------------------------------------------
    Preferred stock-authorized 2,000,000
      shares of $.001 par value; none issued           -                    -
-------------------------------------------------------------------------------
    Common stock-authorized 28,000,000
      shares of no par value; issued and
      outstanding 14,151,572 shares at
      March 31, 2002 and 13,955,372 at
      June 30, 2001                           11,393,883           11,393,883
Additional paid-in capital                    62,059,942           61,240,197
Accumulated deficit                          (39,787,071)         (34,616,341)
Accumulated other comprehensive income            79,648               80,366
-------------------------------------------------------------------------------
Total shareholders' equity                    33,746,402           38,098,105
-------------------------------------------------------------------------------
                                            $ 35,815,132         $ 40,477,370
===============================================================================

See the accompanying notes to financial statements.


                                      -4-






BONE CARE INTERNATIONAL, INC.
Statements of Operations
(Unaudited)



                                      Three Months Ended                       Nine Months Ended
                               -------------------------------------    ----------------------------------------
                                  March 31,       March 31,              March 31,           March 31,
                                     2002           2001                   2002                2001
                               ---------------------------------------------------------------------------------
                                                                               
Revenues                         $ 3,774,692   $ 2,008,626            $ 10,258,829         $ 3,938,550
Operating expenses
 Cost of sales                       889,957       797,685               2,276,675           1,293,608
 Research and development          1,687,705     1,304,709               4,279,453           3,355,899
 Sales and marketing               2,450,436     1,981,265               7,247,053           5,079,315
 General and administrative          812,975       677,368               2,621,203           1,696,949
                               ------------------------------------    ----------------------------------------
                                   5,841,073     4,761,027              16,424,384          11,425,771
                               ------------------------------------    ----------------------------------------
Loss from operations              (2,066,381)   (2,752,401)             (6,165,555)         (7,487,221)
  Interest income                    285,753       531,085                 994,825             847,424
                               ------------------ -----------------     ---------------------------------------
Net loss                         $(1,780,628)  $(2,221,316)            $(5,170,730)        $(6,639,797)
                               ====================================    ========================================
Net loss per common share -
basic and diluted                     $(0.13)       $(0.16)                 $(0.37)             $(0.53)
                               ====================================    ========================================
Weighted average number of
common shares                     14,124,449    13,929,414              14,061,066          12,532,412



See the accompanying notes to financial statements.

                                       -5-



BONE CARE INTERNATIONAL, INC.
Statements of Cash Flows
(Unaudited)
                                                        Nine Months Ended
                                                   -----------------------------
                                                      March 31,      March 31,
                                                        2002           2001
                                                   -----------------------------
Cash flows from operating activities
     Net loss                                       $ (5,170,730)  $ (6,639,797)
     Adjustments to reconcile net loss to net
   cash used in operating activities:
         Depreciation of fixed assets                    504,268        215,724
         Amortization of patents                         119,067        147,381
         Amortization of goodwill                           --           67,086
         Loss on disposal of fixed assets                  4,890           --
         Changes in assets and liabilities:
              Accounts receivable                        434,299     (2,006,818)
              Inventories                               (764,344)      (732,994)
              Other current assets                       408,490       (645,215)
              Accounts payable                          (214,029)       111,959
              Accrued liabilities                         58,494         41,910
              Deferred income                               --          (63,539)
         Allowance for Returns                          (155,000)          --
-------------------------------------------------------------------------------
Net cash used in operating activities                 (4,774,595)    (9,504,303)
-------------------------------------------------------------------------------

Cash flows from investing activities:
  Sale (purchase) of marketable securities, net        4,347,748    (26,039,917)
  Additions to property, plant and equipment            (735,129)    (1,390,452)
  Patent fees                                           (281,330)      (230,219)
-------------------------------------------------------------------------------
Net cash provided by (used in) investing activities    3,331,289    (27,660,588)
-------------------------------------------------------------------------------
Cash flow from financing activities:
  Proceeds from stock option exercises                   819,745         87,772
  Net proceeds from issuance of common stock                --       35,772,800
-------------------------------------------------------------------------------
Net cash provided by financing activities                819,745     35,860,572
-------------------------------------------------------------------------------
Net decrease in cash and cash equivalents               (623,561)    (1,304,319)
Cash and cash equivalents at beginning of period       1,842,838      4,735,780
-------------------------------------------------------------------------------
Cash and cash equivalents at end of period          $  1,219,277   $  3,431,461
===============================================================================


See the accompanying notes to financial statements.

                                   -6-



                          BONE CARE INTERNATIONAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

(1)      BASIS OF PRESENTATION

     The financial statements in this report have been prepared by Bone Care
International, Inc., without audit, except for balance sheet information at June
30, 2001, pursuant to the rules of the Securities and Exchange Commission for
quarterly reports on Form 10-Q and do not include all of the information and
note disclosures required by generally accepted accounting principles for annual
financial statements. These financial statements should be read in conjunction
with the financial statements and notes thereto for the year ended June 30,
2001, included in the Company's Form 10-K as filed with the Securities and
Exchange Commission on September 28, 2001.

     In the opinion of management, information included in this report reflects
all adjustments, consisting of normal, recurring adjustments, necessary for a
fair presentation of results for these interim periods.

     The results of operations for the interim period ended March 31, 2002 are
not necessarily indicative of the results to be expected for the entire fiscal
year ending June 30, 2002.


(2) REVENUE RECOGNITION POLICY

         Bone Care began selling Hectorol Capsules in October 1999. Because
Hectorol Capsules were Bone Care's first product, Bone Care did not initially
have historical data to estimate returns and exchanges in accordance with SFAS
No. 48, "Revenue Recognition When Right of Return Exists." Revenues from
shipments of Hectorol Capsules and the related costs were deferred at the time
of shipment to wholesalers and included in the Statement of Operations at the
time the product was sold by these wholesalers to retail users of the product.
Effective October 1, 2000, Bone Care had sufficient experience to estimate
future product returns and began recording sales and the related costs of
Hectorol Capsules and Hectorol Injection based on shipments to its customers
reduced by the estimated future returns. The Company's balance sheets included
herein reflect an accrual representing the estimated amount of future returns
related to Hectorol Capsules and Hectorol Injection of $50,000 at March 31, 2002
and $205,000 at June 30, 2001.

(3) INVENTORIES

     Inventories are stated at the lower of cost or market; cost is determined
principally by the first-in, first-out method. Inventories are comprised of:

                                     -----------------------------
                                     March 31,            June 30,
                                       2002                 2001
                                     (Unaudited)         (Audited)
                                     -----------------------------
          Raw materials               $  134,125       $  385,834
          Work in process                697,200          955,514
          Finished goods               1,743,593          469,226
                                     -----------------------------
                                      $2,574,918       $1,810,574
                                      ===========================



                                      -7-



(4)  COMMON STOCK

         Bone Care completed a public offering of 2,300,000 shares of common
stock at a price of $16.00 per share in December 2000. Bone Care received
proceeds of $33,657,000 from the sale, net of offering expenses. The
underwriters of the Company's December 2000 common stock offering exercised
their over-allotment option to acquire 145,000 additional shares of common stock
at a price of $16.00 per share in January 2001. Bone Care received proceeds of
$2,115,800 from the sale, net of offering expenses.

(5)  NET LOSS PER SHARE

     Net loss per share is computed by dividing net loss by the weighted average
number of shares of common stock outstanding during the period. Options to
purchase common stock have been excluded from the calculations of diluted
earnings per share as the impact of these options on diluted earnings per share
would be anti-dilutive.

(6)      INTANGIBLE ASSETS

         On June 30, 2001, the Financial Accounting Standards Board (FASB)
finalized Statement of Financial Accounting Standard No. 142, "Goodwill and
Other Intangible Assets." Under Statement No. 142, existing goodwill at June 30,
2001, will no longer be amortized. Instead, an assessment of fair value will be
used to test for impairment of goodwill on an annual basis or when circumstances
indicate a possible impairment. On July 1, 2001, the company adopted SFAS No.
142. Application of the non-amortization provision of SFAS No 142 is expected to
result in an increase in income of $89,448 in fiscal 2002.

         Financial Accounting Standard No. 142 prescribes a two-phase process
for impairment testing of goodwill. The first phase, required to be completed by
December 31, 2001, screens for impairment; while the second phase (if
necessary), required to be completed by June 30, 2002, measures the impairment.
The Company completed its first phase impairment analysis during the quarter
ended December 31, 2001 and found no instances of impairment. The second testing
phase, absent future indicators of impairment, is not necessary during fiscal
2002.



                                                                         Three Months Ended
                                                                --------------------------------------
                                                                   March 31,            March 31,
                                                                      2002                 2001
                                                                -----------------    -----------------

                                                                                   
Net Loss:     Reported net loss                                     $ (1,780,628)        $ (2,221,316)
              Goodwill amortization                                            -               22,362
                                                                -----------------    -----------------
                    Adjusted net loss                               $ (1,780,628)        $ (2,198,954)
                                                                =================    =================

Basic and diluted loss per share:
              Reported loss per share                                    $ (0.13)             $ (0.16)
              Goodwill amortization                                            -                    -
                                                                -----------------    -----------------
                    Adjusted basic and diluted loss per share            $ (0.13)             $ (0.16)
                                                                =================    =================



ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Results of Operations

         Revenues for the quarter ended March 31, 2002 increased to $3,775,000
from $2,009,000 in the quarter ended March 31, 2001. Revenues for the nine
months ended March 31, 2002 increased to $10,259,000 from $3,939,000 in the nine
months ended March 31, 2001. These increases were the result of increased sales
of both Hectorol Injection and Hectorol Capsules. Hectorol Injection has been
gaining market acceptance, which has been facilitated by the implementation of a
national reimbursement code effective January 1, 2002. Hectorol Capsules had
benefited from a commercial shortage of Rocaltrol(R), a competitive product from
Roche Pharmaceuticals, in the quarter ended September 30, 2001. Rocaltrol was
again

                                      -8-



commercially available by October 1, 2001. In addition, TEVA Pharmaceuticals
launched a generic form of Rocaltrol in October 2001. As a result, sales of
Hectorol Capsules declined from $1.7 million in the quarter ended December 31,
2001, to $1.1 million in the quarter ended March 31, 2002.

         Gross margins for the quarter ended March 31, 2002 were $2,885,000, or
76% of revenues, compared to $1,211,000, or 60% of revenues in the quarter ended
March 31, 2001. Gross margins for the nine months ended March 31, 2002, were
$7,982,000, or 78% of revenues, compared to $2,645,000, or 67% of revenues, in
the nine months ended March 31, 2002. Current quarter and current year margins
improved because inventory previously written off can now be sold as a result of
an FDA approval to extend the shelf life of Hectorol Capsules from three to four
years.

     Research and development expenses were $1,688,000 in the quarter ended
March 31, 2002, and $1,305,000 in the quarter ended March 31, 2001. Research and
development expenses were $4,279,000 in the nine months ended March 31, 2002,
and $3,356,000 in the nine months ended March 31, 2001. These increases are
attributable to expanded preclinical studies designed to evaluate early stage
compounds in the treatment of psoriasis and prostate, breast, and colon cancers
and attributable to costs associated with a FDA filing for a pre-dialysis
dosage.

     Sales and marketing expenses increased to $2,450,000 in the quarter ended
March 31, 2002, from $1,981,000 in the quarter ended March 31, 2001. Sales and
marketing expenses increased to $7,247,000 in the nine months ended March 31,
2002, from $5,079,000 in the nine months ended March 31, 2001. These increases
are attributable to increasing the sales force from 29 at March 31, 2001 to 44
by March 31, 2002. The clinical support staff increased from 5 to 7, and the
marketing staff increased from 4 to 8 during the same period. We implemented
these headcount increases in anticipation of a national J-code that became
effective January 1, 2002. This code was issued by the Centers for Medicare and
Medicaid Services (CMS) for reimbursement of Hectorol Injection during
hemodialysis.

         General and administrative expenses increased to $813,000 in the
quarter ended March 31, 2002 from $677,000 in the quarter ended March 31, 2001.
General and administrative expenses increased to $2,621,000 in the nine months
ended March 31, 2002 from $1,697,000 in the nine months ended March 31, 2001.
These increases were attributable to an expansion of infrastructure to support
Bone Care's increased commercial activities.

         Interest income decreased to $286,000 in the quarter ended March 31,
2002, from $531,000 in the quarter ended March 31, 2001. The decrease in the
quarter was due to carrying lower cash and marketable security balances in the
quarter ended March 31, 2002, as well as lower interest rates. Interest income
increased to $995,000 in the nine months ended March 31, 2002, from $847,000 in
the nine months ended March 31, 2001. The increase was due to net higher average
cash and marketable securities balances during the nine months ended March 31,
2002 as compared to the prior year corresponding period. This was primarily a
result of the common stock offering completed in December 2000.

Liquidity and Capital Resources

         In December 2000 and January 2001 we completed a public offering of
2,445,000 shares of common stock at a price of $16.00 per share. We received net
proceeds of approximately $35.8 million from the sale.

         Net cash used in operating activities was $4,775,000 for the nine
months ended March 31, 2002 and $9,504,000 for the nine months ended March 31,
2001. The cash used by operating activities was used primarily to fund research
and development as well as marketing and commercialization efforts for Hectorol
Capsules and Hectorol Injection.

         We have experienced negative cash flows from operations since our
inception and do not anticipate generating sufficient positive cash flows to
fund our operations until we achieve, if ever, significant revenues from the
sale of Hectorol Capsules and Hectorol Injection. We have expended, and expect
to continue to expend in the future, substantial funds for our:


                                      -9-



     -  research and development programs;

     -  pre-clinical and clinical testing;

     -  regulatory processes, including completion of FDA post-approval
        Phase IV commitments for Hectorol Capsules and Hectorol Injection;

     -  manufacturing expenses;

     -  sales and marketing programs; and

     -  other operating expenses.

         Cash, cash equivalents and short- and long-term marketable securities
were $26,375,000 at March 31, 2002 and $31,347,000 at June 30, 2001. Cash and
cash equivalents are currently invested primarily in short-term investment grade
United States government, municipal and corporate debt securities.

         Bone Care's capital requirements will depend on numerous factors,
including the progress of commercialization and marketing activities; the
progress of its research and development programs; the progress of preclinical
and clinical testing; the time and cost involved in obtaining regulatory
approvals; the cost of filing, prosecuting, defending and enforcing any patent
claims and other intellectual property rights; competing technological and
market developments; changes and developments in Bone Care's existing licensing
relationships and the terms of any new collaborative, licensing, co-promotion or
distribution arrangements that Bone Care may establish; the cost of
manufacturing preclinical and clinical products; and other factors not within
our control.

         Based upon our current plans, we believe that we will have sufficient
funds to meet our operating expenses and capital requirements for at least the
next two years. Thereafter, we may need to raise additional capital to fund our
operations; however, we do not have any specific plans to raise additional
capital. If we seek additional funds, equity offerings or other sources would be
considered. There is no assurance that such additional funds will be available
on acceptable terms, if at all. Should our plans not be consummated, we may have
to seek alternative sources of capital.

         At June 30, 2001, we had state tax net operating loss carryforwards of
approximately $33,972,000 and state research and development tax credit
carryforwards of approximately $262,000 which will begin expiring in 2009. We
also had federal net operating loss carryforwards of approximately $30,922,000
and research and development tax credit carryforwards of approximately
$1,245,000, which will begin expiring in 2012.

Manufacturing

         The sole manufacturer of Hectorol Injection received a warning letter
from the FDA in 2000 that identified deviations from the FDA's current Good
Manufacturing Practices. This manufacturer received an additional letter from
the FDA that identified continuing deviations, some of which related directly to
the production of Hectorol Injection. The manufacturer formally responded to the
FDA with a plan to implement changes in their manufacturing process which will
require a shutdown of Hectorol Injection production until the manufacturing
process can be revalidated, which they expect to complete by July 2002. Bone
Care has adequate inventory to meet the expected demand for Hectorol Injection
beyond this planned shutdown period, although no assurance can be given that the
revalidation process will be completed by that time. Bone Care believes the
existing inventory is safe and effective, in spite of the manufacturing
deviations. There can be no assurance that the FDA will find that our
manufacturer's corrective actions are adequate or that the FDA will not take
further action and, if the FDA is not satisfied with our manufacturer's
corrective action, the FDA could take regulatory actions including seizure of
products, injunction against further manufacture, recall or other actions that
could further interrupt production and sales of Hectorol Injection.


                                      -10-


Reimbursement

         The Centers for Medicare and Medicaid Services (CMS) issued a
nationwide J-code for Hectorol Injection effective for services delivered after
January 1, 2002. Prior to January 1, use of Hectorol Injection was limited in
scope because it was not universally reimbursed or the claims required
additional documentation for reimbursement. While we believe the issuance of
this J-code will eventually provide nationwide reimbursement of claims for
Hectorol Injection, there will be delays in implementation by payers processing
Medicare, Medicaid, and private insurance claims.

         Four of the 29 Medicare fiscal intermediaries have proposed "oral
first" policies, which would prevent Medicare reimbursement for an intravenous
vitamin D unless an oral vitamin-D therapy had first been shown to fail.
Dialysis providers who cite experiential and clinical evidence favoring use of
the intravenous forms of vitamin D are aggressively challenging these policies.

         Three of these four fiscal intermediaries have also proposed a
"least-cost alternative" (LCA) policy which would reduce the reimbursement for
all intravenous vitamin-D therapies to a fixed payment per administration
irrespective of the cost of therapy. In an LCA environment, providers would be
motivated to use therapy with the lowest acquisition cost rather than
prescribing products with the highest reimbursement value. One intermediary that
processes Medicare claims successfully implemented an LCA policy in 2001 citing
an absence of clear clinical evidence differentiating the three available
intravenous vitamin D products.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         Our sales from inception to date have been made to U.S. customers and,
as a result, we have not had any exposure to factors such as changes in foreign
currency exchange rates or weak economic conditions in foreign markets. However,
in future periods, we expect to sell in foreign markets, including Europe and
Asia. Because our sales are made in U.S. dollars, a strengthening of the U.S.
dollar could make our products less competitive in foreign markets. At March 31,
2002, we did not hold any short- or long-term investments other than high-grade
investment securities planned to be held to maturity and, therefore, we do not
believe that short-term fluctuations of interest rates would materially affect
the value of our investments.

                                      -11-



                           PART II - OTHER INFORMATION
                          BONE CARE INTERNATIONAL, INC.

Item 1.     Legal Proceedings

                      Bone Care may be a defendant from time to time in actions
                  arising out of our ordinary course of business operations. In
                  the opinion of management, the outcome of pending claims is
                  not likely to have a material adverse effect on our financial
                  position or results of operations.


Item 2.     Changes in Securities and Use of Proceeds

                  None

Item 3.     Defaults Upon Senior Securities

                  None

Item 4.     Submission of Matters to a Vote of Security Holders

                  None


Item 5.     Other Information

                This Quarterly Report on Form 10-Q includes forward-looking
            statements within the meaning of Section 27A of the Securities Act
            and Section 21E of the Exchange Act. We have based these
            forward-looking statements largely on our current expectations and
            projections about future events and financial trends affecting the
            financial condition of our business. These forward-looking
            statements are subject to a number of risks, uncertainties and
            assumptions about us, including, among other things:

         -    general economic and business conditions, both nationally and in
              our markets;

         -    our expectations and estimates concerning future financial
              performance, financing plans and the impact of competition;

         -    anticipated trends in our business;

         -    existing and future regulations affecting our business;

         -    our early stage of development;

         -    the uncertainty of our future profitability;

         -    our ability to satisfy the FDA's conditions for marketing approval
              for Hectorol;

         -    other risk factors

                In addition, in this Quarterly Report, the words "believe,"
            "may," "will," "estimate," "continue," "anticipate," "intend,"
            "expect" and similar expressions, as they relate to us, our business
            or our management, are intended to identify forward-looking
            statements.

                Unless otherwise required by law, we undertake no obligation to
            publicly update or revise any forward-looking statements, whether as
            a result of new information, future events or otherwise after the
            date of this Quarterly Report. However, we acknowledge our
            obligation to disclose material developments related to previously

                                      -12-



            disclosed information. In light of these risks and uncertainties,
            the forward-looking events and circumstances discussed in the
            Quarterly Report may not occur and actual results could differ
            materially from those anticipated or implied in the
            forward-looking statements.

            Hectorol(R) is a registered trademark of Bone Care International,
            Inc., in the United States, European communities, Japan, and several
            other countries. Bone Care(R) is a registered trademark of Bone Care
            International in the United States. HectorolTM is the brand name for
            the active drug substance of our first product, doxercalciferol.
            This Quarterly Report also includes trademarks of other companies.

Item 6.     Exhibits and Reports on Form 8-K

                  (a)      Exhibits furnished:
                      (11)     Statement Regarding Computation of Loss Per Share

                  (b)      Reports on Form 8-K No reports on Form 8-K were
                           filed by the Company during the quarter ended March
                           31, 2002.

                                      -13-



                                   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 thereunto duly authorized.



                                   BONE CARE INTERNATIONAL, INC.
                                   (Registrant)




Date:  May 10, 2002                 /s/ Richard B. Mazess, Ph.D.
                                   Richard B. Mazess, Ph.D.
                                   Acting President,
                                   Chief Executive Officer,
                                   Chairman, and Director
                                   (Principal Executive Officer)




Date:  May 10, 2002                 /s/ Robert A. Beckman
                                    Robert A. Beckman
                                    Vice President - Finance and Director
                                   (Principal Financial and
                                    Accounting Officer)

                                      -14-



                          BONE CARE INTERNATIONAL, INC.

                                  Exhibit Index

                  For the Quarterly Period Ended March 31, 2002

No.     Description                                                 Page

11      Statement Regarding Computation of Loss Per Share........... 16


                                      -15-