Item 2.02.               Results of Operations and Financial Condition

The following information is furnished pursuant to both Item 2.02 and Item 7.01

On September 27, 2005, AngioDynamics, Inc. issued a press release announcing its financial results for the thirteen weeks ended August 27, 2005. A copy of the release is attached hereto as Exhibit 99.1 and is incorporated herein by reference in its entirety.

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Net income for the fiscal 2006 first quarter was $1.3 million, or $0.10 per diluted share. Compared with the prior year, this represents a 70% increase in net income and a 67% increase in diluted earnings per share.

Gross profit for the first quarter of fiscal 2006 was up 36% to $9.5 million, compared with gross profit of $7.0 million for the prior-year first quarter. Gross profit margin for the fiscal 2006 quarter reached 58%, up from 53% in the comparable 2005 quarter. A favorable product mix accounted for approximately 380 basis points of the 480 basis point increase or around 80%. Modest price increases allowed us to improve our gross profit margin profit by 40 basis points while net production efficiencies accounted for a 60 basis point improvement.

Operating profit for the first quarter increased 51% to $1.9 million, compared with $1.3 million in the first quarter of fiscal year 2005, and the operating profit margin expanded by 200 basis points to 12% of net sales.

“We are very proud of these excellent first quarter results, especially our record-breaking gross profit margin improvement to 58%,” commented Eamonn P. Hobbs, President and CEO of AngioDynamics. “This is a gain of 480 basis points year-over-year, and represents a gain of 170 basis points over the fourth quarter of fiscal 2005. We are pleased with this strong financial performance, as the seasonality in our business typically results in relatively softer sales in our fiscal first quarter, which is comprised of the summer months, compared to the remaining quarters of the fiscal year. We are confident that we will reach our goal to achieve gross profit margins in the low to mid 60% range by fiscal 2008. Our exceptional gross profit margin improvement is a strong testament to how well all aspects of our business are running.”

“Sales growth from our newest products, along with continued market share gains across our diversified product portfolio, has led to our outstanding profit growth for the fiscal first quarter. We are extremely excited that our first quarter results are in line with our fiscal 2006 goals to deliver at least 20% revenue growth, at least 200 basis point gross profit margin improvement, and at least 35% operating profit growth, excluding one-time expenses.” remarked Mr. Hobbs.

The effective tax rate for the 2006 quarter was 37.8%, compared with 40.8% for the first quarter of fiscal 2005. The decrease is attributed to the use of R&D credit carryforwards and contribution carryforwards during the current quarter.

As of August 27, 2005, cash and short-term investments were $28.8 million, an increase of $1.7 million during the fiscal 2006 first quarter. Cash flow continues to be quite strong. The Company generated $1.4 million in cash from operations during the current quarter, compared with $290,000 in the first quarter of fiscal 2005.

The Company is affirming its financial guidance for fiscal 2006. AngioDynamics expects net sales growth to exceed 20%, to at least $72.0 million, compared with fiscal 2005. Year-over-year net income growth is expected to exceed 27%, to $5.8 million, which includes an anticipated one-time charge totaling $366,000, net of income taxes, to be incurred in connection with the Company’s requirement to comply with Section 404 of the Sarbanes-Oxley Act by May 2006.