As  filed  with  the  Securities  and  Exchange  Commission  on
   February 16, 1995.

                                      Registration No.:           

                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                              Form S-8
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT
                               OF 1933

                      BALLARD MEDICAL PRODUCTS
       (Exact name of registrant as specified in its charter)

                                UTAH
                      (State of Incorporation)

                             87-0340144
                (IRS Employer Identification Number)

                       12050 LONE PEAK PARKWAY
                         DRAPER, UTAH 84020
              (Address of principal executive offices)

                  1994 INCENTIVE STOCK OPTION PLAN
                      (Full title of the Plan)
                       Adopted August 1, 1994

       DALE H. BALLARD, President and Chief Executive Officer
                      BALLARD MEDICAL PRODUCTS
                       12050 Lone Peak Parkway
                         Draper, Utah 84020
                           (801) 572-6800
     (Name, address and telephone number of agent for services)

    Approximate date of commencement of proposed sale to public:
          As soon as practicable after the effective date 
                    of the Registration Statement

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                PROPOSED
                                 PROPOSED       MAXIMUM
    TITLE OF        AMOUNT TO    MAXIMUM        AGGREGATE      AMOUNT OF
    SECURITIES TO   BE           OFFERING       OFFERING       REGISTRATION
    BE REGISTERED   REGISTERED   PRICE PER      PRICE (1)      FEE
                                 SHARE (1)
    <S>             <C>          <C>            <C>            <C>
    Common Stock,
    $0.10 par       600,000      $12.00         $7,200,000     $2,482.76
    value           shares

</TABLE>
         In addition, pursuant to Rule 416(c) under the Securities  
   Act  of  1933,  this  registration  statement  also  covers  an
   indeterminate  amount  of  interests  to  be  offered  or  sold
   pursuant to the employee benefit plan described herein.

   (1)   Estimated  solely  for  the  purpose  of  calculating the
         registration  fee based  upon  the closing  price  of the
         registrant's Common  Stock quoted  by the  New York Stock
         Exchange at the published close on January 30, 1995.

   Total number of pages: 23                    
   Index to Exhibits appears on page 6.     

                               PART II

           INFORMATION REQUIRED IN REGISTRATION STATEMENT

   ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following  documents  are incorporated  by reference
   into this Registration Statement:

               (a)   The Company's Annual  Report on Form 10-K for
   the  fiscal year ended September  30, 1994, filed  December 23,
   1994; 

               (b)   The Company's  Quarterly Report  on Form 10-Q
   for  the quarter ended  December 31,  1994, filed  February 14,
   1995; and

               (c)   The Description of Common Stock  contained in
   the Company's Registration of Securities  on the Form 8-A (page
   2) pursuant to Section 12(b) of the Securities Exchange Act  of
   1934, filed with the Commission on September 3, 1993.

         In addition,  all documents filed subsequent  to the date
   hereof by the Company pursuant to Sections 13(a), 13(c), 14 and
   15(d)  of the  Securities Exchange  Act of  1934, prior  to the
   filing of  a post-effective amendment which  indicates that all
   securities  offered have  been  sold or  which  deregisters all
   securities  then  remaining  unsold,  shall  be  deemed  to  be
   incorporated by reference in this Registration Statement and to
   be part hereof from the date of filing such documents.

   ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

   ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         This  Registration   Statement  has   been  prepared,  in
   substantial  part,  by Paul  W. Hess,  General Counsel  for the
   Company.  Mr. Hess  has also given his opinion on the  validity
   of the securities being registered.  Mr. Hess is the beneficial
   owner of 1,466 shares  of the Company's Common  Stock, together  
   with  48,000 incentive stock options which  were granted to Mr.
   Hess  under various  plans, including  5,000 options  under the
   1994 Incentive Stock Option Plan.

         Deloitte &  Touche LLP,  who has  certified the financial
   statements incorporated  herein by  reference to the  Company's
   September 30, 1994 Form  10-K, does not own  any shares of  the
   Company's stock.  

   ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The general  effect of the  Utah statute  under which any
   director or officer of the Company is insured or indemnified in
   any  manner against liability which  he or she may incur in his
   or her capacity  as an officer or  director of the Company, set
   forth in  Section 16-10a-901 through 909,  Utah Code  Annotated
   (1992, as amended), which provides generally as follows:

         The Company may indemnify any officer or director against
   liability  incurred in  any  threatened, pending,  or completed
   action,  suit   or   proceeding   (whether   civil,   criminal,
   administrative   or  investigative,   and  whether   formal  or
   informal),  if:  (a) his or her conduct was  in good faith; and
   (b) he or  she reasonably believed that his or her  conduct was
   in, or not opposed to, the corporation's best interest; and (c)
   in  the case  of  any criminal  proceeding,  he or  she  had no
   reasonable cause to believe  his or her  conduct was  unlawful.
   The   determination  as   to   whether  in   a   specific  case
   indemnification of a  director or officer is permissible (i.e.,
   whether the  director or officer  has met  the above applicable
   standard of conduct),  is generally to be  made by the Board of
   Directors by a majority vote.   The Company may not indemnify a
   director or officer:  (1) in connection with a proceeding by or
   in the right  of the Company in  which the director  or officer
   was adjudged  liable to the Company;  or (2) in connection with
   any  other proceeding  charging  that the  director  or officer
   derived an improper  personal benefit, whether or not involving
   action in his or her official capacity, in which proceeding  he
   or  she was adjudged liable on the basis that he or she derived
   an improper  personal benefit.   Indemnification  permitted  in
   connection with  a proceeding by or in the right of the Company
   is limited  to reasonable expenses incurred  in connection with
   the proceeding.

         The  Company  is  required  to  indemnify  a director  or
   officer who is  successful, on the merits or otherwise,  in the
   defense  of any  proceeding, or  in the  defense of  any claim,
   issue  or matter  in the proceeding,  to which he or  she was a
   party  because he or she is  or was a director  of the Company,
   against  reasonable expenses  incurred in  connection  with the
   proceeding or claim with  respect to which he  or she has  been
   successful.   The Company  may purchase  and maintain liability
   insurance   on  behalf   of  directors,   officers,  employees,
   fiduciaries,  and agents  of the  Company, whether  or  not the  
   Company would have power to indemnify them against liability.

         The general  effect of  the Bylaws  of the  Company under
   which  any director  or officer  of the  Company is  insured or
   indemnified in any manner against liability which he or she may
   incur in  his or her  capacity as a director or  officer is set
   forth in Article VIII  of the Company's Bylaws, which  contains
   provisions  almost identical  to  the provisions  of  Utah Code
   Annotated, Section 16-10a-901  et seq., summarized  above.   In
   addition, in November,  1993, the Board of Directors authorized
   and directed  the Company to  enter into (and  the Company  has
   executed) an Indemnification  Agreement with each  director and
   executive officer  of the  Company,  by  which the  Company  is
   contractually obligated to indemnify directors  and officers in
   accordance with the standards, terms, and conditions of Article
   VIII of the Company's Bylaws.

   ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

   ITEM 8.  EXHIBITS.
<TABLE>
<CAPTION>
         Exhibit
         Number            Description of Exhibits

         <S>         <C>
          4.1        Restated Certificate  of Incorporation, dated
                     September 18, 1987.

          4.2        Articles of Amendment, dated July 10, 1991.

          4.3        Articles of  Amendment, dated  September  21,
                     1993.

          4.4        Amended  and  Restated   Bylaws  of   Ballard
                     Medical Products, dated October 12, 1992.

          4.5        1994 Incentive Stock Option Plan.

          4.6        Example of Incentive  Stock Option  Agreement
                     intended to be used under the  1994 Incentive
                     Stock Option Plan.

          5          Opinion   of  counsel   as  to   legality  of
                     securities being registered.

         15          Not applicable.

         23.1        Consent of Independent Auditors.

         23.2        Consent of Counsel (contained in  
                     Exhibit 5) 

         24          Power  of  Attorney  (contained  on signature
                     page).

         27          Not applicable.
</TABLE>

   ITEM 9.     UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

         (a)   To file, during any period in which offers or sales
   are being made, a post-effective amendment to this registration
   statement:

               (1)   To include any prospectus required by section
   10(a)(3) of the Securities Act of 1933;

               (2)   To reflect  in the  prospectus any  facts  or
   events  arising after  the effective  date of  the registration
   statement (or the most recent post-effective amendment thereof)
   which,   individually  or   in  the   aggregate,   represent  a
   fundamental  change  in   the  information  set  forth  in  the
   registration statements; and

               (3)   To  include  any  material  information  with
   respect to the plan of distribution not previously disclosed in
   the  registration  statement or  any  material  change  to such
   information in the registration statement.

         (b)   That, for the  purpose of determining any liability
   under  the Securities  Act  of 1933,  each  such post-effective
   amendment  shall be  deemed to be a  new registration statement
   relating to the securities offered therein, and the offering of
   such  securities at that time shall be deemed to be the initial
   bona fide offering thereof.

         (c)   To  remove from  registration by  means of  a post-
   effective  amendment  any  of the  securities  being registered
   which remain unsold at the termination of the offering.

         The  undersigned registrant  hereby undertakes  that, for
   purposes of determining  any liability under the Securities Act
   of 1933, each filing of the registrant's annual report pursuant
   to section 13(a) or  section 15(d) of  the Securities  Exchange
   Act of 1934 (and, where applicable, each filing of an  employee
   benefit plan's annual  report pursuant to section 15(d)  of the
   Securities  Exchange  Act  of  1934)  that  is incorporated  by
   reference in the registration statement shall be deemed to be a
   new registration  statement relating to  the securities offered
   therein, and the offering of such securities at that time shall
   be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification of  liabilities arising  under  
   the Securities  Act  of 1933  may be  permitted  to  directors,
   officers and controlling  persons of the registrant pursuant to
   the foregoing provisions, or otherwise, the registrant has been
   advised that  in the  opinion of  the  Securities and  Exchange
   Commission such  indemnification is  against public  policy  as
   expressed in the Act and is, therefore, unenforceable.  In  the
   event that a claim for indemnification against such liabilities
   (other than the payment  by the registrant of expenses incurred
   or paid  by a director,  officer or controlling  person of  the
   registrant  in the  successful defense of  any action,  suit or
   proceeding)  is   asserted   by  such   director,  officer   or
   controlling person  in  connection with  the  securities  being
   registered, the registrant  will, unless in the  opinion of its
   counsel the  matter has been settled  by controlling precedent,
   submit  to a  court  of appropriate  jurisdiction  the question
   whether such  indemnification by it is against public policy as
   expressed  in  the  Act and  will  be  governed  by  the  final
   adjudication of such issue.

                             SIGNATURES

         Pursuant  to the  requirements of  the Securities  Act of
   1933,  the Registrant, Ballard Medical  Products, a corporation
   organized and  existing under the  laws of the  State of  Utah,
   certifies that  it has  reasonable grounds  to believe that  it
   meets all  of the requirements  for filing on Form  S-8 and has
   duly  caused this Registration  Statement to  be signed  on its
   behalf by  the undersigned, thereunto duly  authorized, in Salt
   Lake City, State of Utah, on this 16th day of February, 1995.

                                   BALLARD MEDICAL PRODUCTS

                                   By:  Dale H. Ballard, President


                          POWER OF ATTORNEY

         KNOW  ALL PERSONS  BY  THESE PRESENTS,  that  each person
   whose signature appears  below constitutes and appoints Dale H.
   Ballard,  his attorney-in-fact, with the power of substitution,
   for him  in any and  all capacities, to sign  any amendments to
   this Registration Statement on Form S-8, and to file the  same,
   with  exhibits  thereto  and  other  documents   in  connection
   therewith, with the  Securities and Exchange Commission, hereby
   ratifying and confirming all that said attorney-in-fact, or his
   substitute or substitutes, may do or cause to be done by virtue
   hereof.

         Pursuant  to the  requirements of  the Securities  Act of
   1933,  this  Registration  Statement  has  been  signed by  the
   following persons  in the capacities indicated and on the dates
   indicated.  

   February 16, 1995         Dale H. Ballard
                             President, Chief Executive Officer
                             and Chairman of the Board

   February 16, 1995         Kenneth R. Sorenson,
                             Treasurer and Chief Financial Officer

   February 16, 1995         E. Martin Chamberlain, 
                             Director

   February 16, 1995         Dale H. Ballard, Jr.
                             Director

   February 16, 1995         Paul W. Hess
                             Director

                          INDEX TO EXHIBITS
<TABLE>
<CAPTION>
     EXHIBIT
      NUMBER  DESCRIPTION OF EXHIBIT                              PAGE NO.

        <S>   <C>                              <C>

         4.1  Restated Certificate of            Incorporated by reference
              Incorporation, dated             from July 10, 1991 Form S-8
              September18, 1987                    Registration Statement,
                                                               Exhibit 4.1 
                                                 Registration No. 33-41720
                                                 
         4.2  Articles of Amendment,             Incorporated by reference
              to Articles of Incorporation         from Exhibit 4.2 to the
              dated July 10, 1991                   Registration Statement
                                                        on Form S-3, filed
                                                        November 13, 1991,
                                                 Registration No. 33-43910
                                                 
         4.3  Articles of Amendment,             Incorporated by reference
              to Articles of Incorporation         from Exhibit 4.3 to the
              Dated September 21, 1993              Registration Statement
                                                        on Form S-8, filed
                                                         December 20, 1993
                                                 Registration No. 33-73194
                                                                      
         4.4  Amended and Restated Bylaws of     Incorporated by reference
              Ballard Medical Products, dated          from Exhibit 3.3 to 
              October 12, 1992                             Form 10-K filed 
                                                         December 24, 1992

         4.5  1994 Incentive Stock Option Plan                        p. 7

         4.6  Example of Incentive Stock Option
              Agreement intended to be used
              under the 1994 Incentive Stock                         p. 12
              Option Plan

         5    Opinion of counsel as to legality
              of securities being registered                         p. 20


        23.1  Consent of Independent Auditors                        p. 22

        23.2  Consent of Counsel                    Contained in Exhibit 5

        24    Power of Attorney                     Contained on signature
                                                                      page

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18199}]
{"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": "S-8", "act": "33", "file-number": "033-57735", "film-number": "95512122"}, "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"}}
As  filed  with  the  Securities  and  Exchange  Commission  on
   February 16, 1995.

                                      Registration No.:           

                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                              Form S-8
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT
                               OF 1933

                      BALLARD MEDICAL PRODUCTS
       (Exact name of registrant as specified in its charter)

                                UTAH
                      (State of Incorporation)

                             87-0340144
                (IRS Employer Identification Number)

                       12050 LONE PEAK PARKWAY
                         DRAPER, UTAH 84020
              (Address of principal executive offices)

                  1994 INCENTIVE STOCK OPTION PLAN
                      (Full title of the Plan)
                       Adopted August 1, 1994

       DALE H. BALLARD, President and Chief Executive Officer
                      BALLARD MEDICAL PRODUCTS
                       12050 Lone Peak Parkway
                         Draper, Utah 84020
                           (801) 572-6800
     (Name, address and telephone number of agent for services)

    Approximate date of commencement of proposed sale to public:
          As soon as practicable after the effective date 
                    of the Registration Statement

                        CALCULATION OF REGISTRATION FEE
PROPOSED
                                 PROPOSED       MAXIMUM
    TITLE OF        AMOUNT TO    MAXIMUM        AGGREGATE      AMOUNT OF
    SECURITIES TO   BE           OFFERING       OFFERING       REGISTRATION
    BE REGISTERED   REGISTERED   PRICE PER      PRICE (1)      FEE
                                 SHARE (1)
Common Stock,
    $0.10 par       600,000      $12.00         $7,200,000     $2,482.76
    value           shares
In addition, pursuant to Rule 416(c) under the Securities  
   Act  of  1933,  this  registration  statement  also  covers  an
   indeterminate  amount  of  interests  to  be  offered  or  sold
   pursuant to the employee benefit plan described herein.

   (1)   Estimated  solely  for  the  purpose  of  calculating the
         registration  fee based  upon  the closing  price  of the
         registrant's Common  Stock quoted  by the  New York Stock
         Exchange at the published close on January 30, 1995.

   Total number of pages: 23                    
   Index to Exhibits appears on page 6.     

                               PART II

           INFORMATION REQUIRED IN REGISTRATION STATEMENT

   ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following  documents  are incorporated  by reference
   into this Registration Statement:

               (a)   The Company's Annual  Report on Form 10-K for
   the  fiscal year ended September  30, 1994, filed  December 23,
   1994; 

               (b)   The Company's  Quarterly Report  on Form 10-Q
   for  the quarter ended  December 31,  1994, filed  February 14,
   1995; and

               (c)   The Description of Common Stock  contained in
   the Company's Registration of Securities  on the Form 8-A (page
   2) pursuant to Section 12(b) of the Securities Exchange Act  of
   1934, filed with the Commission on September 3, 1993.

         In addition,  all documents filed subsequent  to the date
   hereof by the Company pursuant to Sections 13(a), 13(c), 14 and
   15(d)  of the  Securities Exchange  Act of  1934, prior  to the
   filing of  a post-effective amendment which  indicates that all
   securities  offered have  been  sold or  which  deregisters all
   securities  then  remaining  unsold,  shall  be  deemed  to  be
   incorporated by reference in this Registration Statement and to
   be part hereof from the date of filing such documents.

   ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

   ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         This  Registration   Statement  has   been  prepared,  in
   substantial  part,  by Paul  W. Hess,  General Counsel  for the
   Company.  Mr. Hess  has also given his opinion on the  validity
   of the securities being registered.  Mr. Hess is the beneficial
   owner of 1,466 shares  of the Company's Common  Stock, together  
   with  48,000 incentive stock options which  were granted to Mr.
   Hess  under various  plans, including  5,000 options  under the
   1994 Incentive Stock Option Plan.

         Deloitte &  Touche LLP,  who has  certified the financial
   statements incorporated  herein by  reference to the  Company's
   September 30, 1994 Form  10-K, does not own  any shares of  the
   Company's stock.  

   ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The general  effect of the  Utah statute  under which any
   director or officer of the Company is insured or indemnified in
   any  manner against liability which  he or she may incur in his
   or her capacity  as an officer or  director of the Company, set
   forth in  Section 16-10a-901 through 909,  Utah Code  Annotated
   (1992, as amended), which provides generally as follows:

         The Company may indemnify any officer or director against
   liability  incurred in  any  threatened, pending,  or completed
   action,  suit   or   proceeding   (whether   civil,   criminal,
   administrative   or  investigative,   and  whether   formal  or
   informal),  if:  (a) his or her conduct was  in good faith; and
   (b) he or  she reasonably believed that his or her  conduct was
   in, or not opposed to, the corporation's best interest; and (c)
   in  the case  of  any criminal  proceeding,  he or  she  had no
   reasonable cause to believe  his or her  conduct was  unlawful.
   The   determination  as   to   whether  in   a   specific  case
   indemnification of a  director or officer is permissible (i.e.,
   whether the  director or officer  has met  the above applicable
   standard of conduct),  is generally to be  made by the Board of
   Directors by a majority vote.   The Company may not indemnify a
   director or officer:  (1) in connection with a proceeding by or
   in the right  of the Company in  which the director  or officer
   was adjudged  liable to the Company;  or (2) in connection with
   any  other proceeding  charging  that the  director  or officer
   derived an improper  personal benefit, whether or not involving
   action in his or her official capacity, in which proceeding  he
   or  she was adjudged liable on the basis that he or she derived
   an improper  personal benefit.   Indemnification  permitted  in
   connection with  a proceeding by or in the right of the Company
   is limited  to reasonable expenses incurred  in connection with
   the proceeding.

         The  Company  is  required  to  indemnify  a director  or
   officer who is  successful, on the merits or otherwise,  in the
   defense  of any  proceeding, or  in the  defense of  any claim,
   issue  or matter  in the proceeding,  to which he or  she was a
   party  because he or she is  or was a director  of the Company,
   against  reasonable expenses  incurred in  connection  with the
   proceeding or claim with  respect to which he  or she has  been
   successful.   The Company  may purchase  and maintain liability
   insurance   on  behalf   of  directors,   officers,  employees,
   fiduciaries,  and agents  of the  Company, whether  or  not the  
   Company would have power to indemnify them against liability.

         The general  effect of  the Bylaws  of the  Company under
   which  any director  or officer  of the  Company is  insured or
   indemnified in any manner against liability which he or she may
   incur in  his or her  capacity as a director or  officer is set
   forth in Article VIII  of the Company's Bylaws, which  contains
   provisions  almost identical  to  the provisions  of  Utah Code
   Annotated, Section 16-10a-901  et seq., summarized  above.   In
   addition, in November,  1993, the Board of Directors authorized
   and directed  the Company to  enter into (and  the Company  has
   executed) an Indemnification  Agreement with each  director and
   executive officer  of the  Company,  by  which the  Company  is
   contractually obligated to indemnify directors  and officers in
   accordance with the standards, terms, and conditions of Article
   VIII of the Company's Bylaws.

   ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

   ITEM 8.  EXHIBITS.
Exhibit
         Number            Description of Exhibits
4.1        Restated Certificate  of Incorporation, dated
                     September 18, 1987.

          4.2        Articles of Amendment, dated July 10, 1991.

          4.3        Articles of  Amendment, dated  September  21,
                     1993.

          4.4        Amended  and  Restated   Bylaws  of   Ballard
                     Medical Products, dated October 12, 1992.

          4.5        1994 Incentive Stock Option Plan.

          4.6        Example of Incentive  Stock Option  Agreement
                     intended to be used under the  1994 Incentive
                     Stock Option Plan.

          5          Opinion   of  counsel   as  to   legality  of
                     securities being registered.

         15          Not applicable.

         23.1        Consent of Independent Auditors.

         23.2        Consent of Counsel (contained in  
                     Exhibit 5) 

         24          Power  of  Attorney  (contained  on signature
                     page).

         27          Not applicable.
ITEM 9.     UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

         (a)   To file, during any period in which offers or sales
   are being made, a post-effective amendment to this registration
   statement:

               (1)   To include any prospectus required by section
   10(a)(3) of the Securities Act of 1933;

               (2)   To reflect  in the  prospectus any  facts  or
   events  arising after  the effective  date of  the registration
   statement (or the most recent post-effective amendment thereof)
   which,   individually  or   in  the   aggregate,   represent  a
   fundamental  change  in   the  information  set  forth  in  the
   registration statements; and

               (3)   To  include  any  material  information  with
   respect to the plan of distribution not previously disclosed in
   the  registration  statement or  any  material  change  to such
   information in the registration statement.

         (b)   That, for the  purpose of determining any liability
   under  the Securities  Act  of 1933,  each  such post-effective
   amendment  shall be  deemed to be a  new registration statement
   relating to the securities offered therein, and the offering of
   such  securities at that time shall be deemed to be the initial
   bona fide offering thereof.

         (c)   To  remove from  registration by  means of  a post-
   effective  amendment  any  of the  securities  being registered
   which remain unsold at the termination of the offering.

         The  undersigned registrant  hereby undertakes  that, for
   purposes of determining  any liability under the Securities Act
   of 1933, each filing of the registrant's annual report pursuant
   to section 13(a) or  section 15(d) of  the Securities  Exchange
   Act of 1934 (and, where applicable, each filing of an  employee
   benefit plan's annual  report pursuant to section 15(d)  of the
   Securities  Exchange  Act  of  1934)  that  is incorporated  by
   reference in the registration statement shall be deemed to be a
   new registration  statement relating to  the securities offered
   therein, and the offering of such securities at that time shall
   be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification of  liabilities arising  under  
   the Securities  Act  of 1933  may be  permitted  to  directors,
   officers and controlling  persons of the registrant pursuant to
   the foregoing provisions, or otherwise, the registrant has been
   advised that  in the  opinion of  the  Securities and  Exchange
   Commission such  indemnification is  against public  policy  as
   expressed in the Act and is, therefore, unenforceable.  In  the
   event that a claim for indemnification against such liabilities
   (other than the payment  by the registrant of expenses incurred
   or paid  by a director,  officer or controlling  person of  the
   registrant  in the  successful defense of  any action,  suit or
   proceeding)  is   asserted   by  such   director,  officer   or
   controlling person  in  connection with  the  securities  being
   registered, the registrant  will, unless in the  opinion of its
   counsel the  matter has been settled  by controlling precedent,
   submit  to a  court  of appropriate  jurisdiction  the question
   whether such  indemnification by it is against public policy as
   expressed  in  the  Act and  will  be  governed  by  the  final
   adjudication of such issue.

                             SIGNATURES

         Pursuant  to the  requirements of  the Securities  Act of
   1933,  the Registrant, Ballard Medical  Products, a corporation
   organized and  existing under the  laws of the  State of  Utah,
   certifies that  it has  reasonable grounds  to believe that  it
   meets all  of the requirements  for filing on Form  S-8 and has
   duly  caused this Registration  Statement to  be signed  on its
   behalf by  the undersigned, thereunto duly  authorized, in Salt
   Lake City, State of Utah, on this 16th day of February, 1995.

                                   BALLARD MEDICAL PRODUCTS

                                   By:  Dale H. Ballard, President

                          POWER OF ATTORNEY

         KNOW  ALL PERSONS  BY  THESE PRESENTS,  that  each person
   whose signature appears  below constitutes and appoints Dale H.
   Ballard,  his attorney-in-fact, with the power of substitution,
   for him  in any and  all capacities, to sign  any amendments to
   this Registration Statement on Form S-8, and to file the  same,
   with  exhibits  thereto  and  other  documents   in  connection
   therewith, with the  Securities and Exchange Commission, hereby
   ratifying and confirming all that said attorney-in-fact, or his
   substitute or substitutes, may do or cause to be done by virtue
   hereof.

         Pursuant  to the  requirements of  the Securities  Act of
   1933,  this  Registration  Statement  has  been  signed by  the
   following persons  in the capacities indicated and on the dates
   indicated.  

   February 16, 1995         Dale H. Ballard
                             President, Chief Executive Officer
                             and Chairman of the Board

   February 16, 1995         Kenneth R. Sorenson,
                             Treasurer and Chief Financial Officer

   February 16, 1995         E. Martin Chamberlain, 
                             Director

   February 16, 1995         Dale H. Ballard, Jr.
                             Director

   February 16, 1995         Paul W. Hess
                             Director

                          INDEX TO EXHIBITS
EXHIBIT
      NUMBER  DESCRIPTION OF EXHIBIT                              PAGE NO.
4.1  Restated Certificate of            Incorporated by reference
              Incorporation, dated             from July 10, 1991 Form S-8
              September18, 1987                    Registration Statement,
                                                               Exhibit 4.1 
                                                 Registration No. 33-41720
                                                 
         4.2  Articles of Amendment,             Incorporated by reference
              to Articles of Incorporation         from Exhibit 4.2 to the
              dated July 10, 1991                   Registration Statement
                                                        on Form S-3, filed
                                                        November 13, 1991,
                                                 Registration No. 33-43910
                                                 
         4.3  Articles of Amendment,             Incorporated by reference
              to Articles of Incorporation         from Exhibit 4.3 to the
              Dated September 21, 1993              Registration Statement
                                                        on Form S-8, filed
                                                         December 20, 1993
                                                 Registration No. 33-73194
                                                                      
         4.4  Amended and Restated Bylaws of     Incorporated by reference
              Ballard Medical Products, dated          from Exhibit 3.3 to 
              October 12, 1992                             Form 10-K filed 
                                                         December 24, 1992

         4.5  1994 Incentive Stock Option Plan                        p. 7

         4.6  Example of Incentive Stock Option
              Agreement intended to be used
              under the 1994 Incentive Stock                         p. 12
              Option Plan

         5    Opinion of counsel as to legality
              of securities being registered                         p. 20

        23.1  Consent of Independent Auditors                        p. 22

        23.2  Consent of Counsel                    Contained in Exhibit 5

        24    Power of Attorney                     Contained on signature
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