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

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                                Amendment No. 1*


                                 Urologix, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, Par Value $0.01 Per Share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    917273104
- --------------------------------------------------------------------------------
                                 (CUSIP Number)



*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.-

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
     EDAP TMS S.A.
     I.R.S. Identification No. not applicable

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                     (a) [ ]
                                                                     (b) [X]

3    SEC USE ONLY


4    CITIZENSHIP OR PLACE OF ORGANIZATION

     France

                            5    SOLE VOTING POWER

                                 49,818 shares
        NUMBER OF
         SHARES             6    SHARED VOTING POWER
      BENEFICIALLY
        OWNED BY                 375,182 shares
          EACH
        REPORTING           7    SOLE DISPOSITIVE POWER
         PERSON
          WITH                   49,818 shares

                            8    SHARED DISPOSITIVE POWER

                                 375,182 shares

 9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     425,000 shares

10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]


11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     3.2%

12   TYPE OF REPORTING PERSON

     CO



Item 1.

   (a)    Name of Issuer:  Urologix, Inc.

   (b)    Address of Issuer's Principal Executive Offices:
          14405 21st Avenue North
          Minneapolis, Minnesota 55447

Item 2.

   (a)    Name of Persons Filing:

          EDAP TMS S.A.

   (b)    Address of Principal Business Office:
          Parc D'Activites La Poudrette-Lamartine
          4-6 Rue du Dauphine
          69120 Vaulx-en-Velin
          France

   (c)    Citizenship:
          France

   (d)    Title of Class of Securities:
          Common Stock, Par Value $0.01

   (e)    CUSIP Number:
          917273104

Item 3.   If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
          (c), check whether the person filing is a(n):

   (a)  [ ]  Broker or Dealer registered under Section 15 of the Act
             (15 U.S.C. 78o)

   (b)  [ ]  Bank as defined in Section 3(a)(6) of the Act  (15 U.S.C. 78c)

   (c)  [ ]  Insurance Company as defined in Section 3(a)(19) of the Act
             (15 U.S.C. 78c)

   (d)  [ ]  Investment Company registered under Section 8 of the Investment
             Company Act (15 (U.S.C. 80a-8)

   (e)  [ ]  Person registered as an investment adviser  under Section 203 of
             the Investment Advisers Act of 1940
             (15 U.S.C. 80b-3) or under the laws of any state.

   (f)  [ ]  Employee Benefit Plan or Endowment Fund in accordance with Section
             240.13d-1(b)(1)(ii)(F)

   (g)  [ ]  Parent Holding Company or Control Person in accordance with Section
             240.13d-1(b)(ii)(G)

   (h)  [ ]  Savings Association as defined in Section 3(b) of the Federal
             Deposit Insurance Act (12 U.S.C. 1813)

   (i)  [ ]  Church Plan that is excluded from the definition of an investment
             company under Section 3(c)(14) of the Investment Company Act of
             1940 (15 U.S.C. 80a-3)

   (j)  [ ]  Group in accordance withss.240.13d-1(b)(1)(ii)(J)


Item 4.   Ownership

   (a)    Amount Beneficially Owned:
          425,000 shares.

   (b)    Percent of Class:
          3.2%

   (c)    Number of shares as to which such person has:
             (i)  Sole power to vote or to direct the vote:
                  49,818 shares
            (ii)  Shared power to vote or to direct the vote:
                  375,182 shares (see Item 7)
           (iii)  Sole power to dispose or to direct the disposition of:
                  49,818 shares
            (iv)  Shared power to direct the disposition of:
                  375,182 shares (see Item 7)

Item 5.   Ownership of Five Percent or Less of a Class

          If this statement is being filed to report the fact that as
          of the date hereof the X reporting person has ceased to be     [X]
          the beneficial owner of more than five percent of the class
          of securities, check the following:

Item 6.   Ownership of More than Five Percent on Behalf of Another Person
          Not Applicable

Item 7.   Identification and Classification of the Subsidiary Which Acquired the
          Security Being Reported on by the Parent Holding Company

          In addition to the 49,818 shares held directly by EDAP TMS S.A., the
          following shares are held by subsidiaries of EDAP TMS S.A.:

              161,591 shares held by EDAP Technomed, Inc.

              116,504 shares held by Technomed Medical Systems S.A.

              97,087 shares held by EDAP Technomed, Inc.

Item 8.   Identification and Classification of Members of the Group

          Not Applicable

Item 9.   Notice of Dissolution of Group

          Not Applicable

Item 10.  Certification

          By signing below I certify that, to the best of my knowledge and
          belief, the securities referred to above were not acquired and are not
          held for the purpose of or with the effect of changing or influencing
          the control of the issuer of such securities and were not acquired and
          are not held in connection with or as a participant in any transaction
          having that purpose or effect.


                                    SIGNATURE

         After reasonable 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.


                                             EDAP TMS S.A.

                                             By: /s/ Ian Vawter
                                                 ------------------------
                                                 Ian Vawter
                                                 Chief Financial Officer
                                                 January 18, 2002