content: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
                                  December 23, 1996
                                  (Date of Report)
  
                              BALLARD MEDICAL PRODUCTS
                              Exact name of registrant 
                             as specified in its charter
  
                                       1-12318
                               Commission file number
  
                                        UTAH
                    State or other jurisdiction of incorporation 
                                   or organization
  
                                     87-0340144
                         I.R.S. Employer Identification No.  
                      
  
                   12050 Lone Peak Parkway, Draper, Utah  84020  
                                Address and Zip Code 
                           of principal executive offices
  
                                   (801) 572-6800
                           Registrant's telephone number, 
                                including area code 
  
  
            ITEM 2.  ACQUISITION OF ASSETS
  
                 On December 10, 1996, Ballard Medical Products ("BMP"),
            acting through its wholly-owned Colorado subsidiary, Ballard
            Acquisition  Corporation  ("BAC"),  entered  into  a private
            stock purchase  transaction for  approximately 90.1%  of the
            outstanding   capital   stock   of  Cardiotronics   Systems,
            Incorporated ("Cardiotronics"), a Colorado corporation, at a
            total  purchase  price of  approximately  $11,400,000 ($3.75
            effective price  per share  of Common Stock  or equivalent).
            The shares purchased are as follows:
  
                  Common                                   213,256
  
                  Series C Convertible Preferred         2,499,422
  
                  Series D Convertible Preferred         2,119,828  
  
                  Series E Convertible Preferred         6,680,172
  
                 Cardiotronics'   principal   place   of  business   and
            principal  office  is  located   at  5966  La  Place  Court,
            Carlsbad,  California.  Cardiotronics'  shares of Common and
            Series  C Preferred  Shares  are publicly  traded on  NASDAQ
            (small cap).
  
                 Cardiotronics   develops,  manufactures,   and  markets
            medical  devices  for the  acute  management  of heart  rate
            disorders.   Its  disposable stimulation  electrodes replace
            traditional  defibrillator  paddles and  facilitate external
            defibrillation   and   pacing,  and   enable   hospitals  to
            standardize  using   Cardiotronics  stimulation  electrodes,
            regardless  of  defibrillator  manufacturer.     Heart  rate
            disorders are suffered by millions of patients each year who
            are experiencing  a heart attack  or who  are undergoing  an
            interventional heart procedure such as coronary angioplasty,
            cardiac arrhythmia ablation, or open heart surgery.  
  
                 Also effective  December 10, 1996, BMP  and BAC entered
            into  a Merger  Agreement  with  Cardiotronics, pursuant  to
            which  BAC   is  to  be  merged   into  Cardiotronics,  with
            Cardiotronics  as  the  sole  surviving   corporation  under
            Section 7-111-104 of the  Colorado Business Corporation  Act
            (the  "CBCA").   This section  of the  CBCA allows  a parent
            corporation  owning at least  90% of a  subsidiary to effect
            such  a   merger  without   seeking  the  approval   of  the
            shareholders   of   the   subsidiary    corporation   (here,
            Cardiotronics).   As  part  of this  merger, each  remaining
            shareholder  of  Cardiotronics will  be entitled  to receive
            $3.75 per share of  Common Stock or equivalent thereof  then
            held  by  such  shareholder  or   to  exercise  his  or  her
            dissenters' rights under the CBCA.
  
                 In addition to the stock purchase, on December 10, 1996
            BAC  paid  the $5,546,847  owed  on  Cardiotronics' line  of
            credit with Bank of  Boston Connecticut, and $2,663,168 owed
            by  Cardiotronics  on  demand   loans  to  Warburg,   Pincus
            Investors, L.P. and Vertical Fund Associates, L.P.  Also  as
            part of the transaction,  certain officers and key employees
            of  Cardiotronics  were  paid  retention  bonuses  (totaling
            $576,397)  and  consideration  in cancellation  of  "in  the
            money" Cardiotronics options (totaling $53,582).  Finally, a
            payment  of $525,000 went to  Dillon, Read &  Co., Inc., who
            acted  as   financial  advisors  to  Cardiotronics  in  this
            transaction, and a payment of $80,000 went to Cardiotronics'
            legal counsel, Luce, Forward, Hamilton & Scripps, L.L.P.
  
                 All funds expended by BAC in this transaction were from
            a capital contribution  received from BMP.   BMP funded this
            capital contribution from its cash reserves.  
  
                 BMP also incorporates herein  by reference the Schedule
            13D filed with the SEC by BAC on or about December 10, 1996.
  
            ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
                 (a)  FINANCIAL  STATEMENTS OF  BUSINESS ACQUIRED.   The
            following   financial   statements   of  Cardiotronics   are
            incorporated herein by reference:
  
            Consolidated Statement of     Incorporated by reference
            Operations for the Year       from Cardiotronics' Annual
            Ended December 31, 1995       Report on Form 10-KSB for
                                          the year ended December 31,
                                          1995, filed April 1, 1996.
  
            Consolidated Balance Sheet    Incorporated by reference
            at December 31, 1995          from Cardiotronics' Annual
                                          Report on Form 10-KSB for
                                          the year ended December 31,
                                          1995, filed April 1, 1996.
  
            Consolidated Statement of     Incorporated by reference
            Cash Flows for the Year       from Cardiotronics' Annual
            Ended December 31, 1995       Report on Form 10-KSB for
                                          the year ended December 31,
                                          1995, filed April 1, 1996.
  
            Consolidated Statement of     Incorporated by reference
            Operations (unaudited) for    from Cardiotronics'
            the Nine Months Ended         Quarterly Report on Form 10-
            September 30, 1996            QSB for the quarter and nine
                                          months ended September 30,
                                          1996, filed November 8, 1996.
  
            Consolidated Balance Sheet    Incorporated by reference
            (unaudited) at September 30,  from Cardiotronics'
            1996                          Quarterly Report on Form 10-
                                          QSB for the quarter and nine
                                          months ended September 30,
                                          1996, filed November 8, 1996.
  
            Consolidated Statement of     Incorporated by reference
            Cash Flows (unaudited) for    from Cardiotronics'
            the nine months ended         Quarterly Report on Form 10-
            September 30, 1996            QSB for the quarter and nine
                                          months ended September 30,
                                          1996, filed November 8, 1996.
                                          
                 (b)  PRO FORMA FINANCIAL INFORMATION.  Set forth  below
            are pro forma financial statements which reflect a pro forma
            consolidation   of   Cardiotronics   with   BMP    and   its
            subsidiaries.   The Statement  of Operations shows  what the
            combined  operations of  the  companies for  the year  ended  
            September 30, 1996 would have been.  The Balance Sheet shows
            a  pro  forma  combination  of  the  companies'  assets  and
            liabilities  as of  September 30,  1996.   In the  pro forma
            financial  statements,  Cardiotronics   is  abbreviated   as
            "Cardio."
  
            BALLARD MEDICAL PRODUCTS AND SUBSIDIARIES 
            PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
            SEPTEMBER 30, 1996
  
  <TABLE>
  <CAPTION>
  
                              Cardio           BMP
                             9/30/96       9/30/96   Eliminations   Consolidated
  
         <S>             <C>          <C>           <C>             <C>       
  
         ASSETS
  
         CURRENT ASSETS
         Cash              $223,173   $14,164,103   ($11,392,918)    $2,994,358 
  
         Investments                   26,662,598     (8,654,983)    18,007,615 
  
         Accounts 
         receivable         901,481    19,944,055                    20,845,536 
         Other
         receivables                    5,262,176                     5,262,176 
  
         Inventories        924,145    13,844,860                    14,769,005 
         Deferred
         income taxes                   1,057,303                     1,057,303 
  
         Other              176,447       169,431                       345,878 
  
         Total
         current
         assets           2,225,246    81,104,526    (20,047,901)    63,281,871 
  
         PROPERTY AND EQUIPMENT
  
         Land                           3,944,701                     3,944,701 
  
         Buildings                     20,131,728                    20,131,728 
  
         Equipment          909,983    19,276,562                    20,186,545 
  
         Total              909,983    43,352,991                    44,262,974 
  
         Less
         accumlated 
         depreciation      (250,454)   (8,058,401)                   (8,308,855)
  
         Property
         and
         equipment-
         net                659,529    35,294,590                    35,954,119 
  
         Intangible
         assets           7,891,912    20,656,808      9,061,935     37,610,655   
  
         Other 
         Assets             248,549     5,409,164                     5,657,713 
  
         Total 
         Assets          11,025,236   142,465,088    (10,985,966)   142,504,358 
  
         LIABILITIES AND STOCKHOLDERS' EQUITY
  
         CURRENT
         LIABILITIES
  
         Accounts
         payable            864,421     2,273,674                     3,138,095 
         Accrued
         liabilities        745,416     3,156,810                     3,902,226 
  
         Notes
         payable          8,000,000                   (8,000,000)             0 
  
         Total 
         current
         liabilities      9,609,837     5,430,484     (8,000,000)     7,040,321 
  
         Deferred
         taxes                          1,110,764                     1,110,764 
  
         Total
         liabilities      9,609,837     6,541,248     (8,000,000)     8,151,085 
  
         STOCKHOLDERS' EQUITY
  
         Minority
         interest                                       (268,303)      (268,303)
  
         Convertible
         Preferred C
         stock               82,939                      (82,939)
  
         Common stock       269,720     2,770,232       (269,720)     2,770,232 
  
         Paid in
         capital, 
         Series C 
         Preferred       10,917,061                  (10,917,061)             0 
  
         Paid in
         capital          5,599,070    38,935,892      5,599,070     38,935,892 
  
         Unrealized
         losses on
         investments                     (156,564)                     (156,564)
  
         Retained 
         earnings       (15,453,391)   94,374,280     14,151,127     93,072,016 
  
         Total stock
         equity           1,415,399   135,923,840     (2,985,966)   134,353,273   
  
         Total
         liabilities
         and 
         stockholders
         equity         $11,025,236  $142,465,088   ($10,985,966)  $142,504,358 
  
        BALLARD MEDICAL PRODUCTS AND SUBSIDIARIES
        PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
        FOR THE YEAR ENDED SEPTEMBER 30, 1996
  
                            Cardio           BMP
                       Year Ending   Year Ending                 Consolidated
                           9/30/96       9/30/96  Eliminations        9/30/96
  
         Net Sales     $9,509,989   $103,525,263                 $113,035,252
  
         Cost of
         products
         sold           4,953,578     35,734,178                   40,687,756
  
         Gross margin   4,556,411     67,791,085                   72,347,496
  
         Operating
         Expenses:
  
         SG&A           4,362,080     28,286,793                   32,648,873
  
         R&D              520,418      2,903,805                    3,424,223
  
         Patent
         litigation       212,271                                     212,271
  
         Amort. of
         intangibles    4,240,863                    $647,281       4,888,144
  
         Royalties                     1,539,200                    1,539,200
  
                        9,335,632     32,729,798      647,281      42,712,711
  
         Operating
         income/
         (loss)        (4,779,221)    35,061,287     (647,281)     29,634,785
  
         Other 
         income/
         (expense)       (524,997)     5,308,873   (1,031,470)      3,752,406
  
         Net income/
         (loss)
         before
         taxes         (5,304,218)    40,370,160   (1,678,751)     33,387,191
  
         Tax expense   (1,940,246)    14,767,121     (376,487)     12,450,388  
  
         Net income/
         (loss)         3,363,972     25,603,039   (1,302,264)     20,936,803
  
         NET INCOME PER SHARE:
  
            Common and common 
            equivalent share              $0.895                       $0.732
  
            Common share assuming 
            full dilution                 $0.884                       $0.723
  
         WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
  
            Common and common 
            equivalent share          28,614,136                   28,614,136
  
            Common share assuming 
            full dilution             28,968,855                   28,968,855
  
  </TABLE>
  
             (c)  EXHIBITS
  
         Exhibit
         Number    Description              Location
  
         23.1      Consent of Deloitte &
                   Touche LLP (Costa Mesa,
                   California)
  
         99.1      Stock Purchase           Incorporated by
                   Agreement (with various  reference to Exhibit 1
                   "Sellers" named          to Schedule 13D filed
                   therein)                 December 11, 1996 by
                                            Ballard Acquisition
                                            Corporation
  
         99.2      Stock Purchase           Incorporated by
                   Agreement (with SO-CAL   reference to Exhibit 2
                   PARTNERS, L.P., as       to Schedule 13D filed
                   "Seller")                December 11, 1996 by
                                            Ballard Acquisition
                                            Corporation
  
         99.3      Merger Agreement         Incorporated by
                                            reference to Exhibit 3
                                            to Schedule 13D filed
                                            December 11, 1996 by
                                            Ballard Acquisition
                                            Corporation
  
                                        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.
  
                                      BALLARD MEDICAL PRODUCTS  
  
        Dated:  December 23, 1996     By:  Dale H. Ballard, President
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 16202}]
metadata_filer: {"company-data": {"conformed-name": "BALLARD MEDICAL PRODUCTS", "cik": "0000723534", "assigned-sic": "3841", "irs-number": "870340144", "state-of-incorporation": "UT", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-12318", "film-number": "96685141"}, "business-address": {"street1": "12050 LONE PEAK PKWY", "city": "DRAPER", "state": "UT", "zip": "84020", "phone": "8015726800"}, "mail-address": {"street2": "12050 LONE PEAK PKWY", "city": "DRAPER", "state": "UT", "zip": "84020"}}
text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
                                  December 23, 1996
                                  (Date of Report)
  
                              BALLARD MEDICAL PRODUCTS
                              Exact name of registrant 
                             as specified in its charter
  
                                       1-12318
                               Commission file number
  
                                        UTAH
                    State or other jurisdiction of incorporation 
                                   or organization
  
                                     87-0340144
                         I.R.S. Employer Identification No.  
                      
  
                   12050 Lone Peak Parkway, Draper, Utah  84020  
                                Address and Zip Code 
                           of principal executive offices
  
                                   (801) 572-6800
                           Registrant's telephone number, 
                                including area code 
  
            ITEM 2.  ACQUISITION OF ASSETS
  
                 On December 10, 1996, Ballard Medical Products ("BMP"),
            acting through its wholly-owned Colorado subsidiary, Ballard
            Acquisition  Corporation  ("BAC"),  entered  into  a private
            stock purchase  transaction for  approximately 90.1%  of the
            outstanding   capital   stock   of  Cardiotronics   Systems,
            Incorporated ("Cardiotronics"), a Colorado corporation, at a
            total  purchase  price of  approximately  $11,400,000 ($3.75
            effective price  per share  of Common Stock  or equivalent).
            The shares purchased are as follows:
  
                  Common                                   213,256
  
                  Series C Convertible Preferred         2,499,422
  
                  Series D Convertible Preferred         2,119,828  
  
                  Series E Convertible Preferred         6,680,172
  
                 Cardiotronics'   principal   place   of  business   and
            principal  office  is  located   at  5966  La  Place  Court,
            Carlsbad,  California.  Cardiotronics'  shares of Common and
            Series  C Preferred  Shares  are publicly  traded on  NASDAQ
            (small cap).
  
                 Cardiotronics   develops,  manufactures,   and  markets
            medical  devices  for the  acute  management  of heart  rate
            disorders.   Its  disposable stimulation  electrodes replace
            traditional  defibrillator  paddles and  facilitate external
            defibrillation   and   pacing,  and   enable   hospitals  to
            standardize  using   Cardiotronics  stimulation  electrodes,
            regardless  of  defibrillator  manufacturer.     Heart  rate
            disorders are suffered by millions of patients each year who
            are experiencing  a heart attack  or who  are undergoing  an
            interventional heart procedure such as coronary angioplasty,
            cardiac arrhythmia ablation, or open heart surgery.  
  
                 Also effective  December 10, 1996, BMP  and BAC entered
            into  a Merger  Agreement  with  Cardiotronics, pursuant  to
            which  BAC   is  to  be  merged   into  Cardiotronics,  with
            Cardiotronics  as  the  sole  surviving   corporation  under
            Section 7-111-104 of the  Colorado Business Corporation  Act
            (the  "CBCA").   This section  of the  CBCA allows  a parent
            corporation  owning at least  90% of a  subsidiary to effect
            such  a   merger  without   seeking  the  approval   of  the
            shareholders   of   the   subsidiary    corporation   (here,
            Cardiotronics).   As  part  of this  merger, each  remaining
            shareholder  of  Cardiotronics will  be entitled  to receive
            $3.75 per share of  Common Stock or equivalent thereof  then
            held  by  such  shareholder  or   to  exercise  his  or  her
            dissenters' rights under the CBCA.
  
                 In addition to the stock purchase, on December 10, 1996
            BAC  paid  the $5,546,847  owed  on  Cardiotronics' line  of
            credit with Bank of  Boston Connecticut, and $2,663,168 owed
            by  Cardiotronics  on  demand   loans  to  Warburg,   Pincus
            Investors, L.P. and Vertical Fund Associates, L.P.  Also  as
            part of the transaction,  certain officers and key employees
            of  Cardiotronics  were  paid  retention  bonuses  (totaling
            $576,397)  and  consideration  in cancellation  of  "in  the
            money" Cardiotronics options (totaling $53,582).  Finally, a
            payment  of $525,000 went to  Dillon, Read &  Co., Inc., who
            acted  as   financial  advisors  to  Cardiotronics  in  this
            transaction, and a payment of $80,000 went to Cardiotronics'
            legal counsel, Luce, Forward, Hamilton & Scripps, L.L.P.
  
                 All funds expended by BAC in this transaction were from
            a capital contribution  received from BMP.   BMP funded this
            capital contribution from its cash reserves.  
  
                 BMP also incorporates herein  by reference the Schedule
            13D filed with the SEC by BAC on or about December 10, 1996.
  
            ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
                 (a)  FINANCIAL  STATEMENTS OF  BUSINESS ACQUIRED.   The
            following   financial   statements   of  Cardiotronics   are
            incorporated herein by reference:
  
            Consolidated Statement of     Incorporated by reference
            Operations for the Year       from Cardiotronics' Annual
            Ended December 31, 1995       Report on Form 10-KSB for
                                          the year ended December 31,
                                          1995, filed April 1, 1996.
  
            Consolidated Balance Sheet    Incorporated by reference
            at December 31, 1995          from Cardiotronics' Annual
                                          Report on Form 10-KSB for
                                          the year ended December 31,
                                          1995, filed April 1, 1996.
  
            Consolidated Statement of     Incorporated by reference
            Cash Flows for the Year       from Cardiotronics' Annual
            Ended December 31, 1995       Report on Form 10-KSB for
                                          the year ended December 31,
                                          1995, filed April 1, 1996.
  
            Consolidated Statement of     Incorporated by reference
            Operations (unaudited) for    from Cardiotronics'
            the Nine Months Ended         Quarterly Report on Form 10-
            September 30, 1996            QSB for the quarter and nine
                                          months ended September 30,
                                          1996, filed November 8, 1996.
  
            Consolidated Balance Sheet    Incorporated by reference
            (unaudited) at September 30,  from Cardiotronics'
            1996                          Quarterly Report on Form 10-
                                          QSB for the quarter and nine
                                          months ended September 30,
                                          1996, filed November 8, 1996.
  
            Consolidated Statement of     Incorporated by reference
            Cash Flows (unaudited) for    from Cardiotronics'
            the nine months ended         Quarterly Report on Form 10-
            September 30, 1996            QSB for the quarter and nine
                                          months ended September 30,
                                          1996, filed November 8, 1996.
                                          
                 (b)  PRO FORMA FINANCIAL INFORMATION.  Set forth  below
            are pro forma financial statements which reflect a pro forma
            consolidation   of   Cardiotronics   with   BMP    and   its
            subsidiaries.   The Statement  of Operations shows  what the
            combined  operations of  the  companies for  the year  ended  
            September 30, 1996 would have been.  The Balance Sheet shows
            a  pro  forma  combination  of  the  companies'  assets  and
            liabilities  as of  September 30,  1996.   In the  pro forma
            financial  statements,  Cardiotronics   is  abbreviated   as
            "Cardio."
  
            BALLARD MEDICAL PRODUCTS AND SUBSIDIARIES 
            PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
            SEPTEMBER 30, 1996
  Cardio           BMP
                             9/30/96       9/30/96   Eliminations   Consolidated
  ASSETS
  
         CURRENT ASSETS
         Cash              $223,173   $14,164,103   ($11,392,918)    $2,994,358 
  
         Investments                   26,662,598     (8,654,983)    18,007,615 
  
         Accounts 
         receivable         901,481    19,944,055                    20,845,536 
         Other
         receivables                    5,262,176                     5,262,176 
  
         Inventories        924,145    13,844,860                    14,769,005 
         Deferred
         income taxes                   1,057,303                     1,057,303 
  
         Other              176,447       169,431                       345,878 
  
         Total
         current
         assets           2,225,246    81,104,526    (20,047,901)    63,281,871 
  
         PROPERTY AND EQUIPMENT
  
         Land                           3,944,701                     3,944,701 
  
         Buildings                     20,131,728                    20,131,728 
  
         Equipment          909,983    19,276,562                    20,186,545 
  
         Total              909,983    43,352,991                    44,262,974 
  
         Less
         accumlated 
         depreciation      (250,454)   (8,058,401)                   (8,308,855)
  
         Property
         and
         equipment-
         net                659,529    35,294,590                    35,954,119 
  
         Intangible
         assets           7,891,912    20,656,808      9,061,935     37,610,655   
  
         Other 
         Assets             248,549     5,409,164                     5,657,713 
  
         Total 
         Assets          11,025,236   142,465,088    (10,985,966)   142,504,358 
  
         LIABILITIES AND STOCKHOLDERS' EQUITY
  
         CURRENT
         LIABILITIES
  
         Accounts
         payable            864,421     2,273,674                     3,138,095 
         Accrued
         liabilities        745,416     3,156,810                     3,902,226 
  
         Notes
         payable          8,000,000                   (8,000,000)             0 
  
         Total 
         current
         liabilities      9,609,837     5,430,484     (8,000,000)     7,040,321 
  
         Deferred
         taxes                          1,110,764                     1,110,764 
  
         Total
         liabilities      9,609,837     6,541,248     (8,000,000)     8,151,085 
  
         STOCKHOLDERS' EQUITY
  
         Minority
         interest                                       (268,303)      (268,303)
  
         Convertible
         Preferred C
         stock               82,939                      (82,939)
  
         Common stock       269,720     2,770,232       (269,720)     2,770,232 
  
         Paid in
         capital, 
         Series C 
         Preferred       10,917,061                  (10,917,061)             0 
  
         Paid in
         capital          5,599,070    38,935,892      5,599,070     38,935,892 
  
         Unrealized
         losses on
         investments                     (156,564)                     (156,564)
  
         Retained 
         earnings       (15,453,391)   94,374,280     14,151,127     93,072,016 
  
         Total stock
         equity           1,415,399   135,923,840     (2,985,966)   134,353,273   
  
         Total
         liabilities
         and 
         stockholders
         equity         $11,025,236  $142,465,088   ($10,985,966)  $142,504,358 
  
        BALLARD MEDICAL PRODUCTS AND SUBSIDIARIES
        PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
        FOR THE YEAR ENDED SEPTEMBER 30, 1996
  
                            Cardio           BMP
                       Year Ending   Year Ending                 Consolidated
                           9/30/96       9/30/96  Eliminations        9/30/96
  
         Net Sales     $9,509,989   $103,525,263                 $113,035,252
  
         Cost of
         products
         sold           4,953,578     35,734,178                   40,687,756
  
         Gross margin   4,556,411     67,791,085                   72,347,496
  
         Operating
         Expenses:
  
         SG&A           4,362,080     28,286,793                   32,648,873
  
         R&D              520,418      2,903,805                    3,424,223
  
         Patent
         litigation       212,271                                     212,271
  
         Amort. of
         intangibles    4,240,863                    $647,281       4,888,144
  
         Royalties                     1,539,200                    1,539,200
  
                        9,335,632     32,729,798      647,281      42,712,711
  
         Operating
         income/
         (loss)        (4,779,221)    35,061,287     (647,281)     29,634,785
  
         Other 
         income/
         (expense)       (524,997)     5,308,873   (1,031,470)      3,752,406
  
         Net income/
         (loss)
         before
         taxes         (5,304,218)    40,370,160   (1,678,751)     33,387,191
  
         Tax expense   (1,940,246)    14,767,121     (376,487)     12,450,388  
  
         Net income/
         (loss)         3,363,972     25,603,039   (1,302,264)     20,936,803
  
         NET INCOME PER SHARE:
  
            Common and common 
            equivalent share              $0.895                       $0.732
  
            Common share assuming 
            full dilution                 $0.884                       $0.723
  
         WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
  
            Common and common 
            equivalent share          28,614,136                   28,614,136
  
            Common share assuming 
            full dilution             28,968,855                   28,968,855
  (c)  EXHIBITS
  
         Exhibit
         Number    Description              Location
  
         23.1      Consent of Deloitte &
                   Touche LLP (Costa Mesa,
                   California)
  
         99.1      Stock Purchase           Incorporated by
                   Agreement (with various  reference to Exhibit 1
                   "Sellers" named          to Schedule 13D filed
                   therein)                 December 11, 1996 by
                                            Ballard Acquisition
                                            Corporation
  
         99.2      Stock Purchase           Incorporated by
                   Agreement (with SO-CAL   reference to Exhibit 2
                   PARTNERS, L.P., as       to Schedule 13D filed
                   "Seller")                December 11, 1996 by
                                            Ballard Acquisition
                                            Corporation
  
         99.3      Merger Agreement         Incorporated by
                                            reference to Exhibit 3
                                            to Schedule 13D filed
                                            December 11, 1996 by
                                            Ballard Acquisition
                                            Corporation
  
                                        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.
  
                                      BALLARD MEDICAL PRODUCTS  
  
        Dated:  December 23, 1996     By:  Dale H. Ballard, President