As filed with the Securities and Exchange Commission on
                                 March 25, 1996

                                                   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)

                        1995 INCENTIVE STOCK OPTION PLAN
                            (Full title of the Plan)
                              Adopted May 12, 1995

             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
           Title of                  Maximum    Maximum
           Securities    Amount to   Offering   Aggregate     Amount of
           to be         be          Price Per  Offering      Registration
           Registered    Registered  Share (1)  Price (1)     Fee

           <S>           <C>         <C>        <C>           <C>

           Common
           Stock, $0.10
           par value     700,000     $17.31     $12,117,000   $4,178.28  
</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 (pursuant to Rule  457(c) and (h)) solely for
               the  purpose of calculating  the registration fee based
               upon  the average  of the  high and  low prices  of the
               registrant's Common Stock quoted  by the New York Stock
               Exchange on March 21, 1996.

          (2)  The registration fee is calculated as follows:

               $12,117,000 x 1/29 x .01 = $4,178.28

          Total number of pages: 21              
          Index to Exhibits appears on page: 7   


                                     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, 1995, filed December 12,
          1995; 

                    (b)  The  Company's Quarterly Report  on Form 10-Q
          for the quarter  ended December 31, 1995, filed February 14,
          1996; 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 45,000  incentive stock  options which
          were  granted to  Mr.  Hess under  various plans,  including
          7,000 options under the 1995 Incentive Stock Option Plan.

          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      1995 Incentive Stock Option Plan.

                4.6      Example of Incentive  Stock Option  Agreement
                         intended to be used under the  1995 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 25th
          day of March, 1996.

                                        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.


          March 25, 1996           Dale H. Ballard
                                   President, Chief Executive Officer
                                   and Chairman of the Board

          March 25, 1996           Kenneth R. Sorenson
                                   Treasurer and Chief Financial Officer

          March 25, 1996           E. Martin Chamberlain 
                                   Director and Secretary

          March 25, 1996           Dale H. Ballard, Jr.
                                   Director

          March 25, 1996           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
                 Incorporation, dated                    reference from 
                 September 18, 1987              July 10, 1991 Form S-8
                                                 Registration Statement
                                                            Exhibit 4.1
                                              Registration No. 33-41720

            4.2  Articles of Amendment,                 Incorporated by
                 to Articles of Incorporation            reference from
                 dated July 10, 1991                 Exhibit 4.2 to the
                                                 Registration Statement 
                                                     on Form S-3, filed
                                                     November 13, 1991,
                                              Registration No. 33-43910  

            4.3  Articles of Amendment,                 Incorporated by
                 to Articles of Incorporation            reference from
                 Dated September 21, 1993            Exhibit 4.3 to the
                                                 Registration Statement
                                                     on Form S-8, filed
                                                      December 20, 1993
                                              Registration No. 33-73194

            4.4  Amended and Restated Bylaws            Incorporated by
                 of Ballard Medical Products,            reference from
                    dated October 12, 1992               Exhibit 3.3 to 
                                                        Form 10-K filed 
                                                      December 24, 1992

            4.5  1995 Incentive Stock Option                       p. 7
                 Plan

            4.6  Example of Incentive Stock
                 Option Agreement intended to
                 be used under the 1995                       
                 Incentive Stock Option Plan                      p. 13

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

           23.1  Consent of Independent Auditors                  p. 21

           23.2  Consent of Counsel                        Contained in
                                                              Exhibit 5

           24    Power of Attorney                         Contained on
                                                         signature page 

</TABLE>
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{"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": "333-01941", "film-number": "96538071"}, "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
                                 March 25, 1996

                                                   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)

                        1995 INCENTIVE STOCK OPTION PLAN
                            (Full title of the Plan)
                              Adopted May 12, 1995

             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
           Title of                  Maximum    Maximum
           Securities    Amount to   Offering   Aggregate     Amount of
           to be         be          Price Per  Offering      Registration
           Registered    Registered  Share (1)  Price (1)     Fee
Common
           Stock, $0.10
           par value     700,000     $17.31     $12,117,000   $4,178.28
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 (pursuant to Rule  457(c) and (h)) solely for
               the  purpose of calculating  the registration fee based
               upon  the average  of the  high and  low prices  of the
               registrant's Common Stock quoted  by the New York Stock
               Exchange on March 21, 1996.

          (2)  The registration fee is calculated as follows:

               $12,117,000 x 1/29 x .01 = $4,178.28

          Total number of pages: 21              
          Index to Exhibits appears on page: 7   

                                     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, 1995, filed December 12,
          1995; 

                    (b)  The  Company's Quarterly Report  on Form 10-Q
          for the quarter  ended December 31, 1995, filed February 14,
          1996; 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 45,000  incentive stock  options which
          were  granted to  Mr.  Hess under  various plans,  including
          7,000 options under the 1995 Incentive Stock Option Plan.

          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      1995 Incentive Stock Option Plan.

                4.6      Example of Incentive  Stock Option  Agreement
                         intended to be used under the  1995 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 25th
          day of March, 1996.

                                        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.

          March 25, 1996           Dale H. Ballard
                                   President, Chief Executive Officer
                                   and Chairman of the Board

          March 25, 1996           Kenneth R. Sorenson
                                   Treasurer and Chief Financial Officer

          March 25, 1996           E. Martin Chamberlain 
                                   Director and Secretary

          March 25, 1996           Dale H. Ballard, Jr.
                                   Director

          March 25, 1996           Paul W. Hess
                                   Director

                                INDEX TO EXHIBITS
EXHIBIT
         NUMBER  DESCRIPTION OF EXHIBIT                        PAGE NO.
4.1  Restated Certificate of                Incorporated by
                 Incorporation, dated                    reference from 
                 September 18, 1987              July 10, 1991 Form S-8
                                                 Registration Statement
                                                            Exhibit 4.1
                                              Registration No. 33-41720

            4.2  Articles of Amendment,                 Incorporated by
                 to Articles of Incorporation            reference from
                 dated July 10, 1991                 Exhibit 4.2 to the
                                                 Registration Statement 
                                                     on Form S-3, filed
                                                     November 13, 1991,
                                              Registration No. 33-43910  

            4.3  Articles of Amendment,                 Incorporated by
                 to Articles of Incorporation            reference from
                 Dated September 21, 1993            Exhibit 4.3 to the
                                                 Registration Statement
                                                     on Form S-8, filed
                                                      December 20, 1993
                                              Registration No. 33-73194

            4.4  Amended and Restated Bylaws            Incorporated by
                 of Ballard Medical Products,            reference from
                    dated October 12, 1992               Exhibit 3.3 to 
                                                        Form 10-K filed 
                                                      December 24, 1992

            4.5  1995 Incentive Stock Option                       p. 7
                 Plan

            4.6  Example of Incentive Stock
                 Option Agreement intended to
                 be used under the 1995                       
                 Incentive Stock Option Plan                      p. 13

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

           23.1  Consent of Independent Auditors                  p. 21

           23.2  Consent of Counsel                        Contained in
                                                              Exhibit 5

           24    Power of Attorney                         Contained on
                                                         signature page