As filed with the Securities and Exchange Commission on
                                 July 20, 1998.

                                          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)

                        1997 INCENTIVE STOCK OPTION PLAN
                            (Full title of the Plan)
                              Adopted July 15, 1997

             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     750,000     $19        $14,250,000   $4,203.75  

               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 July 9, 1998.

          (2)  The registration fee is calculated as follows:

               Maximum aggregate offering price 
                        ($14,250,000)            x .000295 = $4,203.75

          Total number of pages:                 

          Index to Exhibits appears on page:      


                                     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, 1997, filed December 15,
          1997,  as  amended and  restated  by  the Company's  Current
          Report  on Form 8-K, filed  with the Commission  on July 14,
          1998  (as  further amended  and  restated  by the  Company's
          Current Report on Form 8-K/A,  filed with the Commission  on
          July 20, 1998); 

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

                    (c)  The  Company's  Proxy  Statement  and  Annual
          Report for the Annual Meeting  held January 26, 1998,  filed
          with the Commission on December 12, 1997;

                    (d)  The  Company's Quarterly  Report on  Form 10-
          Q/A, for the quarter ended December 31, 1997, filed with the
          Commission on July 10, 1998; and

                    (e)  The  Company's  Current Report  on  Form 8-K,
          filed with the Commission on March 10, 1998;  

                    (f)  The Company's Quarterly  Report on Form  10-Q
          for the quarter ended March 31, 1998, filed May 15, 1998;

               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
          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.

               Not Applicable.

          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      1996 Incentive Stock Option Plan.  

                4.6      Example of Incentive  Stock Option  Agreement
                         used  under the  1996 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 Independent Auditors.

               23.3      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 20th
          day of July, 1998.

                                        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.


          July 20, 1998            Dale H. Ballard
                                   President, Chief Executive Officer
                                   and Chairman of the Board

          July 20, 1998            Kenneth R. Sorenson,
                                   Treasurer and Chief Financial Officer

          July 20, 1998            E. Martin Chamberlain, 
                                   Director and Secretary

          July 20, 1998            Dale H. Ballard, Jr.
                                   Director

          July 20, 1998            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 July
                    September 18, 1987              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  1997 Incentive Stock Option                   p. 
                    Plan

               4.6  Example of Incentive Stock
                    Option Agreement used under
                    the 1997 Incentive Stock                      p. 
                    Option Plan

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

              23.1  Consent of Independent                        p. 
                    Auditors  

              23.2  Consent of Independent                        p. 
                    Auditors

              23.1  Consent of Counsel                   Contained in
                                                            Exhibit 5

              24    Power of Attorney                    Contained on
                                                       signature page
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20455}]
{"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": "333-59465", "film-number": "98668846"}, "business-address": {"street1": "12050 LONE PEAK PKWY", "city": "DRAPER", "state": "UT", "zip": "84020", "phone": "8015726800"}, "mail-address": {"street1": "12050 LONE PEAK PKWY", "street2": "12050 LONE PEAK PKWY", "city": "DRAPER", "state": "UT", "zip": "84020"}}
As filed with the Securities and Exchange Commission on
                                 July 20, 1998.

                                          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)

                        1997 INCENTIVE STOCK OPTION PLAN
                            (Full title of the Plan)
                              Adopted July 15, 1997

             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     750,000     $19        $14,250,000   $4,203.75  

               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 July 9, 1998.

          (2)  The registration fee is calculated as follows:

               Maximum aggregate offering price 
                        ($14,250,000)            x .000295 = $4,203.75

          Total number of pages:                 

          Index to Exhibits appears on page:      

                                     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, 1997, filed December 15,
          1997,  as  amended and  restated  by  the Company's  Current
          Report  on Form 8-K, filed  with the Commission  on July 14,
          1998  (as  further amended  and  restated  by the  Company's
          Current Report on Form 8-K/A,  filed with the Commission  on
          July 20, 1998); 

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

                    (c)  The  Company's  Proxy  Statement  and  Annual
          Report for the Annual Meeting  held January 26, 1998,  filed
          with the Commission on December 12, 1997;

                    (d)  The  Company's Quarterly  Report on  Form 10-
          Q/A, for the quarter ended December 31, 1997, filed with the
          Commission on July 10, 1998; and

                    (e)  The  Company's  Current Report  on  Form 8-K,
          filed with the Commission on March 10, 1998;  

                    (f)  The Company's Quarterly  Report on Form  10-Q
          for the quarter ended March 31, 1998, filed May 15, 1998;

               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
          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.

               Not Applicable.

          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      1996 Incentive Stock Option Plan.  

                4.6      Example of Incentive  Stock Option  Agreement
                         used  under the  1996 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 Independent Auditors.

               23.3      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 20th
          day of July, 1998.

                                        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.

          July 20, 1998            Dale H. Ballard
                                   President, Chief Executive Officer
                                   and Chairman of the Board

          July 20, 1998            Kenneth R. Sorenson,
                                   Treasurer and Chief Financial Officer

          July 20, 1998            E. Martin Chamberlain, 
                                   Director and Secretary

          July 20, 1998            Dale H. Ballard, Jr.
                                   Director

          July 20, 1998            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 July
                    September 18, 1987              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  1997 Incentive Stock Option                   p. 
                    Plan

               4.6  Example of Incentive Stock
                    Option Agreement used under
                    the 1997 Incentive Stock                      p. 
                    Option Plan

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

              23.1  Consent of Independent                        p. 
                    Auditors  

              23.2  Consent of Independent                        p. 
                    Auditors

              23.1  Consent of Counsel                   Contained in
                                                            Exhibit 5

              24    Power of Attorney                    Contained on
                                                       signature page