As filed with the Securities and Exchange Commission on
                                 March 5, 1997.

                                          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)

                        1996 INCENTIVE STOCK OPTION PLAN
                            (Full title of the Plan)
                              Adopted July 1, 1996

             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     $19.69     $13,783,000   $4,177  

               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 3, 1997.

          (2)  The registration fee is calculated as follows:

               $13,783,000 x 1/33 x .01 = $4,177


          Total number of pages:  39               
          Index to Exhibits appears on page:  24     


                                     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, 1996, filed December 6,
          1996; 

                    (b)  The  Company's Quarterly Report  on Form 10-Q
          for the quarter  ended December 31, 1996, filed February 14,
          1997; 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.

               In  addition, the  following  financial statements  are
          filed herewith:  

                1.  Independent  Auditor's  Report  dated November  8,
                    1996 (February 18, 1997 as to Note 11);

                2.  Consolidated  Balance Sheets  as of  September 20,
                    1996 and 1995;

                3.  Consolidated  Statements  of  Operations  for  the
                    Years Ended September 30, 1996, 1995 and 1994;

                4.  Consolidated  Statements  of Stockholders'  Equity
                    for the Years Ended  September 30, 1996, 1995, and
                    1994;

                5.  Consolidated Statement of Cash Flows for the Years
                    Ended September 30, 1996, 1995, and 1994; and

                6.  Notes to Consolidated Financial Statements.

                          INDEPENDENT AUDITORS' REPORT

          To  the  Board  of  Directors and  Stockholders  of  Ballard
          Medical Products:

               We  have audited the  accompanying consolidated balance
          sheets of  Ballard Medical  Products and subsidiaries  as of
          September 30,  1996 and  1995, and the  related consolidated
          statements of  operations,  stockholders' equity,  and  cash
          flows  for each  of  the three  years  in the  period  ended
          September  30, 1996.    These financial  statements are  the
          responsibility   of   the   Company's   management.      Our
          responsibility is  to express an opinion  on these financial
          statements based on our audits.

               We conducted  our audits  in accordance with  generally
          accepted  auditing standards.   Those standards require that
          we plan and perform the audit to obtain reasonable assurance
          about whether the financial  statements are free of material
          misstatement.  An audit includes examining, on a test basis,
          evidence supporting  the  amounts  and  disclosures  in  the
          financial statements.  An  audit also includes assessing the
          accounting principles used and significant estimates made by
          management, as  well  as evaluating  the  overall  financial
          statement presentation.  We  believe that our audits provide
          a reasonable basis for our opinion.

               In  our opinion, such consolidated financial statements
          present  fairly,  in all  material  respects,  the financial
          position of Ballard Medical  Products and subsidiaries as of
          September  30,  1996  and 1995,  and  the  results of  their
          operations  and their cash flows for each of the three years
          in  the period ended  September 30, 1996  in conformity with
          generally accepted accounting principles.

               As discussed  in  Notes 1  and  2 to  the  consolidated  
          financial statements, effective October  1, 1994 the Company
          changed its  method of accounting  for investment securities
          to conform with Statement  of Financial Accounting Standards
          No. 115.  As discussed in Notes 1 and 4  to the consolidated
          financial  statements,  the Company  changed  its  method of
          accounting for  income taxes, effective October  1, 1993, to
          conform with Statement of Financial Accounting Standards No.
          109.

          Deloitte & Touche LLP
          Salt Lake City, Utah
          November 8, 1996
          (February 18, 1997 as to Note 11)

          CONSOLIDATED BALANCE SHEETS
          SEPTEMBER 30, 1996 AND 1995

<TABLE>
<CAPTION>

           ASSETS                                          1996            1995

           <S>                                    <C>             <C>

           CURRENT ASSETS:

           Cash and cash equivalents (Note 1)      $14,164,103     $27,555,330 

           Investments (Notes 1 and 2)              26,662,598      18,357,304 

           Accounts receivable - trade
           (less allowance for doubtful
           accounts:  1996 - $182,000, 
           1995 - $125,000; and allowance
           for sales returns:  1996 -
           $805,000, 1995 - $500,000)               19,944,055      13,773,277 

           Royalties receivable                      1,351,885         447,282 

           Other receivables                           636,291       1,223,871 

           Inventories (Note 1):

              Raw materials                          7,171,048       3,825,405 

              Work-in-process                        3,913,804       2,291,374 

              Finished goods                         2,760,008       5,245,852 

           Deferred income taxes (Notes 1 and 4)     1,057,303         593,313 

           Income tax refund receivable
           (Notes 1 and 4)                           3,274,000       2,103,570 

           Prepaid expenses                            169,431         232,315 

              Total current assets                  81,104,526      75,648,893 

           PROPERTY AND EQUIPMENT
           (Notes 1 and 6):

           Land                                      3,944,701       1,849,511 

           Buildings                                20,131,728      11,886,512 

           Molds                                     3,608,228       2,539,615 

           Machinery and equipment                   9,192,269       8,306,448 

           Vehicles                                  1,039,175         535,547 

           Furniture and fixtures                    2,081,200       1,436,563 

           Leasehold improvements                      302,394         258,488 

           Construction in process                   3,053,296       1,234,998 

              Total                                 43,352,991      28,047,682 

           Less accumulated depreciation            (8,058,401)     (6,035,636)

              Property and equipment - net          35,294,590      22,012,046 

           INTANGIBLE ASSETS: 

           Cost in excess of purchase price
           (less accumulated amortization:
           1996 - $3,212,520; 1995 -
           $2,161,887) (Notes 1 and 8)              15,644,651      11,655,058 

           Patents and other intangibles
           (less accumulated amortization:
           1996 - $711,431; 1995 -
           $495,889)                                 5,012,157       3,452,543 

               Total intangible assets              20,656,808      15,107,601 

           OTHER ASSETS (Note 8)                     5,409,164         934,007 

           TOTAL                                  $142,465,088    $113,702,547 

</TABLE>

         
         CONSOLIDATED BALANCE SHEETS
         SEPTEMBER 30, 1996 AND 1995

<TABLE>
<CAPTION>

           LIABILITIES AND STOCKHOLDERS' EQUITY            1996            1995

           <S>                                    <C>             <C>  

           CURRENT LIABILITIES:

           Accounts payable                         $2,273,674      $1,152,790 

           Accrued liabilities:

              Employee compensation                  1,985,135       2,314,504 

              Royalties                                326,492         344,712 

              Other                                    845,183         465,926 

              Total current liabilities              5,430,484       4,277,932 

           DEFERRED INCOME TAXES (Notes 1 and 4)     1,110,764         223,757 

              Total liabilities                      6,541,248       4,501,689 

           COMMITMENTS AND CONTINGENT
           LIABILITIES (Notes 6 and 8)  

           STOCKHOLDERS' EQUITY (Notes 1, 5, and
           8):  Common stock - $.10 par value;
           75,000,000 shares authorized;
           issued and outstanding:
           1996 - 27,702,323 shares,  
           1995 - 26,800,014 shares                  2,770,232       2,680,002 

           Additional paid-in capital               38,935,892      29,209,774 

           Unrealized losses on investments 
           (Notes 1 and 2)                            (156,564)       (142,728)

           Retained earnings                        94,374,280      77,453,810 

              Total stockholders' equity           135,923,840     109,200,858 

           TOTAL                                  $142,465,088    $113,702,547 

</TABLE>

          See notes to consolidated financial statements.


          CONSOLIDATED STATEMENTS OF OPERATIONS
          FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1995, AND 1994

<TABLE>
<CAPTION>

                                                             1995          1994
                                                         (Notes 1      (Notes 1
                                              1996         and 8)        and 8)
 
          <S>                        <C>             <C>           <C>

           NET SALES 
           (Notes 1, 8, and 9)        $103,525,263    $84,152,967   $67,051,628

           COST OF PRODUCTS SOLD        35,734,178     28,070,350    22,193,542

           GROSS MARGIN                 67,791,085     56,082,617    44,858,086

           OPERATING EXPENSES:

           Selling, general and 
           administrative               28,286,793     24,429,181    21,696,098

           Research and development      2,903,805      2,177,117     1,638,475

           Royalties (Note 6)            1,539,200      1,385,841     1,404,681

              Total operating
              expenses                  32,729,798     27,992,139    24,739,254

           OPERATING INCOME             35,061,287     28,090,478    20,118,832

           OTHER INCOME:

           Interest income               1,917,925      1,923,257       772,645

           Royalty income                2,400,000      2,147,620     2,204,347

           Other                           990,948         30,160       541,840

              Total other income         5,308,873      4,101,037     3,518,832 

           INCOME BEFORE 
           INCOME TAX EXPENSE           40,370,160     32,191,515    23,637,664

           INCOME TAX EXPENSE
           (Notes 1 and 4)              14,767,121     11,248,899     8,446,698

           INCOME BEFORE CUMULATIVE
           EFFECT OF CHANGE IN 
           ACCOUNTING PRINCIPLE         25,603,039     20,942,616    15,190,966

           CUMULATIVE EFFECT OF
           CHANGE IN ACCOUNTING
           PRINCIPLE (Notes 1 
           and 4)                                                     1,403,232

           NET INCOME (Note 8)         $25,603,039    $20,942,616   $16,594,198

           INCOME PER SHARE BEFORE
           CUMULATIVE EFFECT OF
           CHANGE IN ACCOUNTING
           PRINCIPLE (Note 1):
           Common and common
           equivalent share                 $0.895         $0.752        $0.555

           Common share assuming
           full dilution                    $0.884         $0.739        $0.553

           CUMULATIVE EFFECT OF
           CHANGE IN ACCOUNTING
           PRINCIPLE PER SHARE
           (Note 1): 
           Common and common 
           equivalent share                   None           None        $0.051

           Common share assuming
           full dilution                      None           None        $0.051

           NET INCOME PER SHARE
           (Note 1):

           Common and common
           equivalent share                 $0.895         $0.752        $0.606

           Common share assuming
           full dilution                    $0.884         $0.739        $0.604

           WEIGHTED AVERAGE NUMBER 
           OF SHARES OUTSTANDING
           (Note 1):
           Common and common
           equivalent share             28,614,136     27,844,111    27,371,540

           Common share assuming
           full dilution                28,968,855     28,339,946    27,462,702

</TABLE>
          See notes to consolidated financial statements.


          BALLARD MEDICAL PRODUCTS AND SUBSIDIARIES  

          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
          FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1995, AND 1994

<TABLE>
<CAPTION>
                                                        Unrealized
                                           Additional    Losses on
                      Common                  Paid-in      Invest-     Retained
                      Shares      Amount      Capital        ments     Earnings

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

      BALANCE
      OCTOBER
      1, 1993
      (as pre-
      viously
      reported)  26,114,250  $2,611,425  $24,983,195               $44,871,841 

      Pooling
      of
      interest
      combina-
      tion
      (Notes 1
      and 8)        238,727      23,873       (3,873)                  324,647 

      BALANCE
      OCTOBER
      1, 1993
      (as
      restated)  26,352,977   2,635,298   24,979,322                45,196,488 

      Net
      income                                                        16,594,198 

      Cash
      divi-
      dends
      paid                                                          (1,590,083)

      Common
      stock
      issued
      from
      exercise
      of stock
      options
      (Note 5)      361,612      36,161    1,511,520 

      Acqui-
      sition
      and
      retire-
      ment of
      treasury
      stock
      (Note 5)      (20,000)     (2,000)                              (241,081)
 
      Tax
      benefit
      attri-
      butable
      to appre-
      ciation
      in value
      of stock
      issued in
      conjunc-
      tion with
      the exer-
      cise and
      disquali-
      fying
      dispo-
      sitions
      of incen-
      tive
      stock
      options                              1,796,546 

      BALANCE
      SEPTEM-
      BER 30,
      1994       26,694,589   2,669,459   28,287,388                59,959,522 

      Net
      income                                                        20,942,616 

      Cash
      divi
      dends
      paid                                                          (1,983,343)

      Common
      stock
      issued
      from
      exer-
      cise
      of stock
      options
      (Note 5)      205,425     20,543       432,869   

      Acqui-
      sition
      and 
      retire-
      ment
      of 
      trea-
      sury
      stock
      (Note 5)     (100,000)    (10,000)                            (1,464,985)

      Tax
      benefit
      attri-
      butable
      to appre-
      ciation
      in value
      of stock
      issued in
      conjunc-
      tion with
      the exer-
      cise and
      dis-
      quali-
      fying
      dispo-
      sitions
      of incen-
      tive
      stock
      options                               489,517  

      Unre-
      alized
      losses on
      invest-
      ments
      (Notes 1
      and 2)                                            $(142,728)

      BALANCE
      SEPTEM-
      BER 30,
      1995       26,800,014   2,680,002   29,209,774     (142,728)  77,453,810 

      Net
      income                                                        25,603,039 

      Cash 
      divi-
      dends
      paid                                                          (2,556,148)

      Common
      stock 
      issued
      from
      exer-
      cise
      of stock
      options
      (Note 5)    1,252,309     125,230     9,689,509

      Acqui-
      sition
      and 
      retire-
      ment of
      trea-
      sury
      stock
      (Note 5)     (350,000)    (35,000)                            (6,126,421)

      Tax
      benefit
      attri-
      butable
      to appre-
      ciation
      in value
      of
      stock 
      issued
      in con-
      junc-
      tion 
      with the
      exercise
      and
      dis-
      qual-
      ifying
      dispo-
      sitions
      of incen-
      tive
      stock
      options                                36,609  

      Unre-
      alized
      losses
      on 
      invest-
      ments
      (Notes 1
      and 2)                                              (13,836)

      BALANCE
      SEPTEM-
      BER 30,
      1996        27,702,323  $2,770,232 $38,935,892    $(156,564) $94,374,280 

</TABLE>

     See notes to consolidated financial statements.

     BALLARD MEDICAL PRODUCTS AND SUBSIDIARIES

     CONSOLIDATED STATEMENTS OF CASH FLOWS
     FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1995, AND 1994

<TABLE>
<CAPTION>

                                      1996              1995               1994

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

      CASH FLOWS FROM
      OPERATING
      ACTIVITIES:

      Net income              $25,603,039       $20,942,616        $16,594,198 
      Adjustments to
      reconcile net
      income to net
      cash provided by
      operating
      activities:

      Depreciation and
      amortization              3,932,373         3,116,862          2,477,007 
      (Gain) loss on
      disposal of
      property                   (446,320)            7,044            110,479 

      Tax benefit from
      disqualifying
      dispositions of
      incentive stock
      options                      36,609           489,517          1,796,546 

      Provision for
      losses on
      accounts
      receivable -
      trade and sales
      returns                     355,000           225,000            200,000 

      Cumulative effect
      of change in
      accounting
      principle (Note                                               (1,403,232)
      1)

      Deferred income
      taxes                       442,122           373,655            828,489 

      Changes in
      operating assets
      and liabilities-
      net of effects
      from purchase of
      subsidiaries in
      1996 and 1995:

      Accounts
      receivable -
      trade                    (6,150,608)          (29,707)         2,686,146 

      Royalties and
      other receivables          (167,553)           52,484           (757,909)

      Inventories              (1,323,492)       (1,398,153)        (2,051,813)

      Income tax refund
      receivable               (1,170,430)          897,815            929,232 

      Prepaid expenses            105,898          (196,526)          (430,813)

      Accounts payable            807,483           156,861         (1,525,061)

      Accrued
      liabilities                  19,180         1,126,009         (3,707,205)

         Total
         adjustments           (3,559,738)        4,820,861           (848,134)

         Net cash
         provided by
         operating
         activities            22,043,301         25,763,477        15,746,064 

      CASH FLOWS FROM
      INVESTING
      ACTIVITIES:

      Capital
      expenditures for
      property and
      equipment               (15,292,194)       (2,769,625)        (6,366,900)

      Proceeds from
      sales of property
      and equipment               564,418            45,250              5,899 

      Purchases of
      investments             (30,569,641)      (38,534,828)       (29,744,216) 

      Investment in
      and advances to
      affiliates
      (Note 8)                 (4,462,625)         (800,000)

      Proceeds from
      maturities of
      investments              22,231,406        36,288,627         20,485,633 

      Purchases of
      intangible assets        (2,854,344)       (1,330,188)          (245,801)

      Purchases of
      other assets                (12,532)         (109,579)

      Payments for
      purchase of
      subsidiaries,
      net of cash
      acquired                 (5,618,432)       (3,283,650)          (500,000)

         Net cash used
         in investing
         activities           (36,013,944)      (10,493,993)       (16,365,385)

      CASH FLOWS FROM
      FINANCING
      ACTIVITIES:

      Cash dividends
      paid                     (2,556,148)       (1,983,343)        (1,590,083)

      Proceeds from
      issuance of
      common stock and
      exercise of
      options                   9,814,739           453,412          1,547,681 

      Purchase of
      treasury stock           (6,161,421)       (1,474,985)          (243,081)

      Repayment of
      long-term debt
      assumed in
      acquisitions               (517,754)          (18,446)           (50,308)

         Net cash
         provided by  
         (used in)
         financing 
         activities               579,416        (3,023,362)          (335,791)

      NET INCREASE
      (DECREASE) IN
      CASH AND CASH
      EQUIVALENTS             (13,391,227)       12,246,122           (955,112) 

      CASH AND CASH
      EQUIVALENTS,
      BEGINNING OF YEAR        27,555,330        15,309,208         16,264,320 

      CASH AND CASH
      EQUIVALENTS, END
      OF YEAR                 $14,164,103       $27,555,330        $15,309,208 
      SUPPLEMENTAL
      DISCLOSURE OF
      CASH FLOW
      INFORMATION - 
      Cash paid during
      the year for
      income taxes            $15,458,820        $9,487,912         $7,571,800 

</TABLE>

     See notes to consolidated financial statements.

          SUPPLEMENTAL DISCLOSURES OF  NONCASH INVESTING AND FINANCING
          ACTIVITIES:

               On  September  27, 1996,  the  Company  entered into  a
          business  combination  with   Plastic  Engineered   Products
          Corporation in exchange for  238,727 shares of the Company's
          common stock.   This transaction  has been accounted  for by
          the  Company  as a  "pooling"  and  as  such, the  Company's
          accompanying   consolidated   financial  statements   as  of
          September 30, 1996 and 1995 and  for the three years in  the
          period  ended September 30,  1996 have  been restated  as if
          this  transaction had  occurred  on  October  1, 1993.    In
          addition,  during the  year  ended September  30, 1996,  the
          Company   entered   into   three  acquisition   transactions
          accounted for as purchases as follows (see Note 8):

          *    On April 19,  1996, the Company  acquired substantially
               all   of   the   assets   of  Endovations,   Inc,   for
               approximately  $1,220,000 cash.    In conjunction  with
               this   purchase,  the  Company   recorded  goodwill  of
               approximately  $400,000 and  the fair  market value  of
               assets acquired approximately $820,000.

          *    On  July  19, 1996,  the Company  purchased all  of the
               outstanding  capital  stock of  Mist  Assist,  Inc. for
               approximately $673,600 cash.   In conjunction with  the
               acquisition, liabilities were assumed as follows:
           
                    Fair value of assets acquired
                    (including goodwill of $680,000)     $800,000

                    Cash paid                             673,600

                    Liabilities assumed                  $126,400

          *    On August 28,  1996, the Company  purchased all of  the  
               outstanding capital stock of Preferred Medical Products
               for  approximately $3,600,000  cash (see  Note 8).   In
               conjunction  with  the  acquisition,  liabilities  were
               assumed as follows:

                    Fair value of assets acquired 
                    (including goodwill of $2,900,000) $4,320,970

                    Cash paid                           3,604,440
                
                    Liabilities assumed                  $716,530

               On May 2, 1995,  the Company acquired substantially all
          of  the net  assets  of Cox  Medical  Enterprises, Inc.  for
          approximately $3,313,000 cash (see  Note 8).  In conjunction
          with the acquisition, liabilities were assumed as follows:

                    Fair value of assets acquired
                    (including goodwill)               $4,000,000

                    Cash paid                           3,313,310

                    Liabilities assumed                  $686,690

               During the years ended September 30, 1996 and 1995, the
          Company  in  conjunction  with  its  adoption  of  Financial
          Accounting  Standards No. 115  (see Note 1),  wrote down its
          short-term investments  in  total by  $32,941 and  $219,582,
          respectively.   The  effect of  this adjustment in  1996 and
          1995 was a decrease in stockholders' equity in the amount of
          $13,836  and $142,728  and an  increase in  current deferred
          income  taxes in the amount  of $19,105 and  $76,854 for the
          years ended September 30, 1996 and 1995, respectively.

          See notes to consolidated financial statements.

          BALLARD MEDICAL PRODUCTS AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

               ORGANIZATION - Ballard  Medical Products (Ballard)  and
          its   subsidiaries   develop,   manufacture,    and   market
          specialized medical products.

               BASIS  OF  PRESENTATION  - The  consolidated  financial
          statements include  the accounts of Ballard  and its wholly-
          owned subsidiaries, Medical  Innovations Corporation  (MIC),
          Ballard Real Estate  Holdings (BREH), Ballard International,
          Inc.  (BI),  Plastic  Engineered  Products  Company (PEPCO),
          Ballard Medical Products (Canada) Inc. dba Preferred Medical
          Products (PMP),  and Mist  Assist, Inc.  (MAI) (see  Note 8)
          (collectively, the "Company").  All significant intercompany  
          accounts   and  transactions   have   been   eliminated   in
          consolidation.

               During the  year ended September 30,  1996, the Company
          entered into a business  combination with PEPCO, in exchange
          for  238,727 shares  of the  Company's  common stock.   This
          transaction  has  been accounted  for  by the  Company  as a
          "pooling",   and  as   such,   the  Company's   accompanying
          consolidated financial  statements as of  September 30, 1996
          and  1995  and  for the  three  years  in  the period  ended
          September 30, 1996 have been restated as if this transaction
          had occurred on October 1, 1993 (see Note 8).

               USE  OF ESTIMATES IN  PREPARING FINANCIAL  STATEMENTS -
          The preparation  of financial statements in  conformity with
          generally accepted accounting principles requires management
          to make  estimates and assumptions that  affect the reported
          amounts  of  assets   and  liabilities  and   disclosure  of
          contingent  assets  and  liabilities  at  the  date  of  the
          financial statements  and the  reported amounts of  revenues
          and expenses  during the  reporting period.   Actual results
          could differ from those estimates.

               INVESTMENTS - Investments consist of tax free municipal
          bonds.   Investments are recorded  at fair market value (see
          Note 2).   Effective  October 1,  1994, the  Company adopted
          Statement of  Financial Accounting Standards (SFAS) No. 115,
          "Accounting  for  Certain  Investments  in  Debt and  Equity
          Securities."   SFAS No.  115 requires the  classification of
          investment securities as either held-to-maturity securities,
          trading  securities, or available-for-sale securities.  Upon
          adoption of  SFAS 115, the  Company reclassified all  of its
          investments as available-for-sale.  The adoption of SFAS 115
          had  no   material  effect  on  the  consolidated  financial
          statements.

               INVENTORIES -  Inventories are  stated at the  lower of
          cost (on a first-in, first-out basis) or market.

               PROPERTY  AND  EQUIPMENT -  Property and  equipment are
          stated  at cost.  Depreciation is  computed on the straight-
          line method over the estimated useful lives as follows:

                    Buildings                30 to 40 years
                    Molds                           5 years
                    Machinery and equipment   5 to 10 years
                    Vehicles                   3 to 5 years
                    Furniture and fixtures     3 to 5 years
                    Leasehold improvements     3 to 5 years
                    
               INTANGIBLE ASSETS - Intangible assets include goodwill,
          patent rights, and  license costs which  are stated at  cost
          and are being amortized  using the straight-line method over
          their estimated lives, which range from four to seventeen years.  

               REVENUE RECOGNITION - Revenues  are recognized when the
          related  product  is  shipped.     The  Company  records  an
          allowance for estimated sales returns.

               INCOME TAXES  - Effective October 1,  1993, the Company
          adopted the  provisions of Statement of Financial Accounting
          Standards  No. 109 (the  Statement), "Accounting  for Income
          Taxes."    The Statement  requires  an  asset and  liability
          approach for  financial accounting and  reporting for income
          taxes.    The cumulative  effect in  1994  of the  change in
          accounting principle of $1,403,232  is reflected in the 1994
          consolidated statement  of operations.  The  adoption of the
          Statement  had   no  effect  on  the   pre-tax  income  from
          continuing operations.

               INCOME  PER SHARE - Income per share is computed on the
          basis of  the weighted average number  of shares outstanding
          plus the common stock equivalents which would arise from the
          exercise of stock options.  

               Such  income per  share  amounts are  adjusted to  give
          retroactive  effect  for  all   periods  presented  for  the
          acquisition by the Company of PEPCO in 1996 (see Note 8).

               STATEMENTS  OF  CASH  FLOWS   -  For  purposes  of  the
          consolidated statements of cash flows, the Company considers
          cash  and   interest   bearing  securities   with   original
          maturities of less than three months to be cash equivalents.

               OTHER - Certain reclassifications have been made to the
          prior    year   financial    statements   to    conform   to
          classifications adopted in the current year.

          2.  INVESTMENTS

               Investments at  September 30, 1996 and  1995 consist of
          municipal bonds.

               The  amortized cost  and fair  value of  investments at
          September 30,  1996 and  1995, classified as  available-for-
          sale, is as follows:

                                             1996                1995

           Amortized cost            $26,915,121         $18,576,886 
           Gross unrealized
           gains                             None                None

           Gross unrealized
           losses                       (252,523)           (219,582)

           Fair value                $26,662,598         $18,357,304   

               As of September 30, 1996 and 1995, all municipal  bonds
          had a  contractual maturity of one year or less.  During the
          year  ended September 30, 1996 and 1995, there were no gross
          realized  gains  or  gross  realized losses  from  sales  of
          investments classified as available-for-sale.

          3.  LINE OF CREDIT

               At  September  30, 1996,  the  Company  had an  unused,
          unsecured  line of  credit with  a bank  totaling $5,000,000
          which expires February 15,  1997.  The line, if  drawn upon,
          bears interest at  the bank's base rate  (8.25% at September
          30,  1996).  No compensating cash balances are required.  As
          of  September 30, 1996 and during the year then ended, there
          were no borrowings under the line of credit.

          4.  INCOME TAXES

               The Company has  recorded current  deferred tax  assets
          and net long-term deferred  tax liabilities at September 30,
          1996 and 1995 as follows:

                                          1996                    1995

                                  Current      Long-Term     Current  Long-Term
           Deferred income
           tax assets          $1,057,303   $(1,210,326)    $593,313  $452,323 

           Deferred income
           tax liabilities                       99,562               (676,080)

           Net                 $1,057,303   $(1,110,764)    $593,313 $(223,757)

               Net  deferred  income  tax assets  and  liabilities  at
          September  30,  1996 and  1995  consisted  of the  following
          temporary differences and carryforward items:

<TABLE>
<CAPTION>
                                           1996                    1995

                                    Current     Long-Term    Current  Long-Term

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

           Deferred income tax
           assets:

           Allowance for
           uncollectible
           accounts receivable      $69,121                  $47,513

           Allowance for                                            
           sales returns and
           allowances               305,729                  190,050  

           Allowance for
           obsolete inventory       185,277                   49,585

           Accrued expenses         168,549                  214,506
           Unrealized losses on
           investments               95,959                   76,854

           Net operating loss
           carryforwards of
           acquired subsidiaries    121,442      $99,562      14,805  $341,097 

           Research and
           development credits      111,226                            111,226 

                                  1,057,303       99,562     593,313   452,323 

           Deferred income tax
           liabilities -
           differences between
           tax basis and
           financial reporting
           basis of property
           and equipment                      (1,210,326)             (676,080)

              Total              $1,057,303  $(1,110,764)   $593,313 $(223,757)

</TABLE>
            
               The  components of  income  tax expense  for the  years
          ended September  30, 1996, 1995, and 1994  are summarized as
          follows:


                                        1996              1995             1994

           Current:
           Federal               $12,421,679        $9,425,942       $6,685,047

           State                   1,903,320         1,449,302          933,162

                                  14,324,999        10,875,244        7,618,209

           Deferred:

           Federal                   402,473           323,859          727,007

           State                      39,649            49,796          101,482

                                     442,122           373,655          828,489

           Total                 $14,767,121       $11,248,899       $8,446,698

               Income tax expense  differed from  amounts computed  by
          applying the statutory Federal tax rate  to pretax income as
          follows:


                                   1996           1995           1994  

           Computed
           Federal income
           tax expense at
           statutory rate  $14,129,556    $11,082,432     $8,128,345 

           State income
           tax expense,
           net of federal
           benefit           1,317,054        990,493        661,806 

           Environmental
           tax                  16,614         30,000         25,000 

           Tax exempt
           income             (553,876)      (624,750)      (210,000)

           Foreign sales
           corporation        (236,250)      (121,756)      (126,000)

           Amortization
           of goodwill         335,763        316,969        278,773 

           Other              (241,740)      (424,489)      (311,226)

           Total           $14,767,121    $11,248,899     $8,446,698 

               As a result of the Company's acquisitions (see Note 8),
          the Company has net operating loss carryforwards for Federal
          income  tax purposes  of approximately  $578,000, which  can
          only be  used to  offset future  taxable income  of acquired
          subsidiaries.  The utilization of the tax loss carryforwards
          is  subject  to  certain limitations  and  the carryforwards
          expire through the year 2007.

          5.  COMMON STOCK AND STOCK OPTIONS

               During the  years ended  September 30, 1996,  1995, and
          1994, the Company  repurchased 350,000, 100,000, and  20,000
          shares  of its  outstanding  common  stock  for  $6,161,421,
          $1,474,985, and $243,081, respectively.  In  accordance with
          Utah  State law,  this treasury stock  was accounted  for as
          retired common stock.

               The  Company has adopted several incentive stock option
          plans for key employees and reserved shares of  common stock
          totaling approximately 2,926,400 and 3,483,000  at September
          30,  1996 and  1995,  respectively, for  issuance under  the
          plans.   Options are granted  at a  price not less  than the
          fair market value on the  date of grant, become  exercisable
          between  one to two years  following the date  of grant, and
          expire in ten years.

               Changes in stock options  are as follows for  the years
          ended September 30:  

                                                          Price Range
           1996                            Shares           Per Share

           Granted                        516,900       $15.25-$17.25

           Expired                         78,200        $8.63-$17.25

           Exercised                    1,252,309        $1.46-$11.63

           Outstanding at
           September 30                 2,517,553        $1.46-$16.75

           Exercisable                  1,799,351        $1.46-$16.75


           1995

           Granted                        740,000      $9.38 - $14.25

           Expired                        101,666      $8.63 - $13.50

           Exercised                      205,425      $1.46 - $11.00

           Outstanding at
           September 30                 3,331,162      $1.46 - $14.25

           Exercisable                  2,410,490      $1.46 - $14.25


           1994

           Granted                      3,747,340      $8.63 - $16.50

           Expired                      2,582,256     $11.00 - $19.79

           Exercised                      361,612       $.67 - $11.00

           Outstanding at
           September 30                 2,898,253      $1.46 - $13.50

           Exercisable                    766,486      $1.46 - $13.50
           
          6.  COMMITMENTS AND CONTINGENT LIABILITIES

               The Company leases office and production facilities and
          office equipment under long-term operating lease agreements.
          Rent expense on the above operating leases was approximately
          $671,010,  $456,990,  and  $316,469  for  the   years  ended
          September  30,  1996, 1995,  and  1994,  respectively.   The
          following  represents the Company's future commitments under
          such leases:

                     1997                          $495,798

                     1998                           335,406

                     1999                            95,480

                     2000                            85,200  

                     2001                            86,560

                     Thereafter                     499,140

                     Total                       $1,597,584

               The  Company  has  agreements  with  the  inventors  of
          certain of  its products  which provide  for the payment  of
          royalties ranging from 2% to 6.5% of defined net sales or  a
          fixed rate per unit sold of the related products.

               The Company  is involved in certain  litigation matters
          in  the normal course of  business which, in  the opinion of
          management, will not result  in any material adverse effects
          on the Company (see Note 11).

               In October,  1995 the Company began  construction of an
          additional manufacturing facility in Pocatello, Idaho.   The
          first phase of construction was completed during fiscal year
          1996  at  a total  cost  of approximately  $7,200,000.   The
          second phase of construction  began in August, 1996 with  an
          anticipated    cost    of   construction    of   $5,200,000.
          Construction  of  the  second  phase is  anticipated  to  be
          completed in May, 1997.

          7.  PROFIT SHARING PLAN

               The Company sponsors an Employee Retirement and Savings
          Plan (the Plan) under Section 401(k) of the Internal Revenue
          Code.  The Plan is designed to allow participating employees
          to  accumulate savings  for  retirement  or other  purposes.
          Under the Plan, all  employees, who have completed  at least
          one year of service and have reached age 21, are eligible to
          participate.     The   Plan   allows   employees   to   make
          contributions to the plan  from salary reductions each year,
          up  to   a  maximum  of   15%  of  a   participant's  annual
          compensation.   Under the Plan, the Company matches up to 4%
          of  a participant's  contribution.  The  Company may,  if it
          desires, make additional contributions to the 401(k) Plan on
          behalf  of its employees.  For the years ended September 30,
          1996, 1995,  and 1994,  the  Company expensed  approximately
          $621,000, $545,000, and  $372,000, respectively, as matching
          contributions  to  the Plan.    Employees  are always  fully
          vested in their own contributions and become fully vested in
          any contributions  made by  the Company  after six  years of
          service.  Employees are allowed to direct  the investment of
          their  Plan  contributions  within  a  group  of  designated
          investment funds.

          8.  BUSINESS COMBINATIONS

               On  September  27,  1996, the  Company  issued  238,727
          shares  of its  common  stock in  exchange  for all  of  the  
          outstanding common  stock of  PEPCO, a medical  research and
          manufacturing company incorporated in 1987 and headquartered
          in  Canal Fulton, Ohio.  The assets and liabilities of PEPCO
          at the  date of combination were  approximately $684,000 and
          $88,000 respectively.  The  combination was accounted for as
          a  pooling of  interests.    The  accompanying  consolidated
          financial statements  have been  prepared as if  Ballard and
          PEPCO had  been combined for  all periods presented.   There
          were no intercompany transactions between Ballard and  PEPCO
          prior to the date of merger.  Net sales, net income, and net
          income  per  share   amounts  of  the   previously  separate
          companies for the years ended September 30, 1995 and 1994 as
          previously reported and combined are as follows:

                            The Company
                          as Previously
           1995                Reported          PEPCO    As Restated

           Net sales        $81,762,142     $2,390,825    $84,152,967

           Net income        20,415,191        527,425     20,942,616

           Net income
           per share               0.73           0.09          0.739

           1994

           Net sales        $65,062,801     $1,988,827    $67,051,628

           Net income        16,180,377        413,821     16,594,198

           Net income
           per share               0.59          0.014          0.604

               On April  19, 1996, the Company  acquired substantially
          all of  the assets of Endovations,  Inc. ("Endovations") for
          approximately $1,220,000 in cash.   The acquisition has been
          accounted for  using the  purchase method of  accounting; as
          such, Endovations' results of operations have  been included
          in the accompanying  consolidated financial statements  from
          the  date   of  acquisition.    In   conjunction  with  this
          acquisition, the Company recorded goodwill  of approximately
          $400,000, which is being  amortized on a straight-line basis
          over 10 years.

               Effective July  19, 1996,  the Company acquired  all of
          the  issued   and  outstanding  common  stock   of  MAI  for
          approximately  $673,600  in  cash  and  the  assumption   of
          liabilities totally approximately $126,400.  The acquisition
          has  been  accounted  for   using  the  purchase  method  of
          accounting;  as  such,  results  of   operations  have  been
          included   in   the   accompanying  consolidated   financial
          statements  from the  date of  acquisition.   In conjunction
          with  the  acquisition,  the Company  recorded  goodwill  of
          approximately  $680,000,  which  is  being  amortized  on  a  
          straight-line basis over 15 years.

               On August  28, 1996,  the Company  acquired all  of the
          issued  and  outstanding  common   stock  of  PMP  for  cash
          approximately   $3,600,000.     The  acquisition   has  been
          accounted for  using the  purchase method of  accounting; as
          such,  results  of  operations  have been  included  in  the
          accompanying consolidated financial statements from the date
          of acquisition.   In  conjunction with the  acquisition, the
          Company  recorded goodwill of approximately $2,900,000 which
          is being amortized on a straight-line basis over 15 years.

               The pro forma results of operations  of the Company for
          the years  ended September 30,  1996 and 1995  (assuming the
          acquisitions  of Endovations, MAI and PMP had occurred as of
          October 1, 1994) are as follows:

                                               1996              1995

           Net sales                   $107,510,270       $87,881,669

           Net income                   $26,400,040       $21,842,691

           Net income per share              $0.911            $0.771

               On May 2, 1995,  the Company acquired substantially all
          of  the assets  of Cox  for a  purchase price  of $4,000,000
          consisting  of  $3,313,310 in  cash  and  the assumption  of
          liabilities   in  the  amount   of  $686,690.     Cox  is  a
          manufacturer   of  disposable   endoscopic  devices.     The
          acquisition has been accounted for using the purchase method
          of  accounting; as  such, Cox's  results of  operations have
          been  included  in the  accompanying  consolidated financial
          statements from the date  of acquisition.  The cost  of this
          acquisition  exceeded   the  estimated  fair  value  of  the
          acquired  net assets  by $423,000  which is  being amortized
          over 10 years.

               On  November 14,  1995,  the  Company acquired  200,000
          shares  of  the   preferred  stock  of   Neuro  Navigational
          Corporation (Neuro) representing a 19.5%  equity interest in
          Neuro for $2,000,000.  As of September 30, 1995, the Company
          had made interest-bearing advances to Neuro in the amount of
          $800,000.   These advances are included  in the accompanying
          consolidated balance sheet as of September 30, 1995 and were
          subsequently credited towards  the $2,000,000 purchase price
          on November 14, 1996.

               During the  year ended September 30,  1996, the Company
          made advances  to  Neuro in  the  form of  promissory  notes
          totaling  $2,492,110.    Interest   accrues  on  the  unpaid
          principal balance  at a rate of  10% per annum.   The entire
          unpaid principal  balance and accrued, but  unpaid, interest  
          are due on  January 19, 1997.  In  addition, on November 14,
          1995,  the Company  paid  Neuro $500,000  for  an option  to
          purchase  all of  the assets  of Neuro  during the  first 12
          months of the option  period for $9,500,000.  If  the option
          is exercised  during the remainder  of the option  term, the
          purchase price  will be equal to two  times the net sales of
          Neuro for  the 12 months immediately  preceding the exercise
          of the option.   In either event, the $500,000  option price
          will  be credited towards  the purchase  price.   The option
          term  expires two  years following the  closing date  of the
          preferred  stock purchase  by the  Company.   The $2,000,000
          purchase price of  the preferred stock, the  advances in the
          amount of $2,492,110  and the $500,000  paid for the  option
          are  included   in  the   caption  "Other  Assets"   in  the
          accompanying consolidated balance sheet  as of September 30,
          1996.

          9.  SALES

               During the  years ended  September 30, 1996,  1995, and
          1994, the Company had  foreign export sales of approximately
          $7,900,000, $6,200,000, and $4,700,000, respectively.

          10.     EFFECT  OF  RECENTLY  ISSUED   FINANCIAL  ACCOUNTING
                  STANDARDS

               In  October, 1995,  the Financial  Accounting Standards
          Board  issued SFAS  No.  123.   "Accounting for  Stock-Based
          Compensation."   SFAS No.  123 defines  a  fair value  based
          method of  accounting for  an employee  stock option.   Fair
          value of the stock  option is determined considering factors
          such as the exercise price, the expected life of the option,
          the  current   price  of   the  underlying  stock   and  its
          volatility, expected  dividends on the stock,  and the risk-
          free  interest rate  for the  expected term  of the  option.
          Under  the fair  value  based method,  compensation cost  is
          measured at  the grant date based  on the fair value  of the
          award  and is recognized over the service period.  A company
          may  elect  to  adopt SFAS  No.  123  or  elect to  continue
          accounting  for its  stock option  or similar  equity awards
          using  the intrinsic  method,  where  compensation  cost  is
          measured at  the date of  grant based  on the excess  of the
          market  value  of the  underlying  stock  over the  exercise
          price.  If a company elects  not to adopt SFAS No. 123, then
          it must  provide  pro forma  disclosure  of net  income  and
          earnings  per share, as if  the fair value  based method had
          been applied.

               SFAS No. 123 is effective for transactions entered into
          for  fiscal years that begin  after December 15,  1995.  Pro
          forma  disclosures for  entities that  elect to  continue to
          measure compensation cost under  the old method must include
          the effects of all awards granted in fiscal years that begin
          after December 15, 1995.   It is currently anticipated  that  
          the  Company  will  continue   to  account  for  stock-based
          compensation plans under the intrinsic method and therefore,
          SFAS  No.  123   will  have  no  effect   on  the  Company's
          consolidated financial statements.

               In  March   1995,  the   FASB  issued  SFAS   No.  121,
          "Accounting for the Impairment  of Long-Lived Assets and for
          Long-Lived  Assets  to  be  Disposed Of".    This  statement
          addresses the  accounting for the  impairment of  long-lived
          assets, such  as premises, furniture and  equipment, certain
          identifiable  intangibles  and  goodwill  related  to  those
          assets.     Long-lived   assets  and   certain  identifiable
          intangibles  are to  be  reviewed  for  impairment  whenever
          events  or  changes  in  circumstances  indicate   that  the
          carrying  amount of  an asset  may not  be recoverable.   An
          impairment loss  is recognized  when the  sum of the  future
          cash  flows  (undiscounted   and  without  interest  charges
          expected  from  the  use  of  the  asset  and  its  eventual
          disposition) is less than the carrying amount of the  asset.
          The  statement also  requires  that  long-lived  assets  and
          identifiable   intangibles,   except   for   assets   of   a
          discontinued operation  held for disposal, be  accounted for
          at the lower of cost or fair value less cost  to sell.  SFAS
          No.  121  is  effective  for fiscal  years  beginning  after
          December  15,  1995.   The impact  of  SFAS No.  121  on the
          Company  is not expected to  be material in  relation to the
          consolidated financial statements.

          11.  SUBSEQUENT EVENTS

               On December 10, 1996, the Company  entered into a stock
          purchase   transaction  for   approximately  90.1%   of  the
          outstanding capital  stock  of Cardiotronics  Systems,  Inc.
          ("Cardiotronics") at  a total purchase price of $11,392,916.
          On December 30, 1996, the  remaining 9.9% of the outstanding
          capital stock of Cardiotronics was effectively acquired at a
          cost of $1,236,488.

               The  acquisition  has  been  accounted  for  using  the
          purchase method of accounting.   The purchase price  in this
          acquisition exceeded  the fair  valued cost of  the acquired
          net  assets  by  approximately  $18,478,000,  which will  be
          amortized over 15 years at goodwill.

               R2, a  wholly-owned subsidiary  of Cardiotronics,  is a
          co-defendant   in   an  ongoing   product   liability  case.
          Plaintiff  in this  case alleges,  among other  things, that
          defibrillation pads  manufactured by  R2 were defective  and
          seeks  damages of $20 million.  The Company believes that it
          has  valid  defenses;  however,  in  view  of  the  inherent
          uncertainties  surrounding the litigation,  no assurance can
          be given that R2 will prevail in this case.   The Company is
          unable to  assess the  likelihood of  an adverse  outcome or
          estimate  the amount of range, if any, of any possible loss.  
          An adverse judgment could have a material adverse effect  on
          the financial condition of the Company.

          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 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 5th
          day of March, 1997.

                                       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 5, 1997            Dale H. Ballard
                                   President, Chief Executive Officer
                                   and Chairman of the Board

          March 5, 1997            Kenneth R. Sorenson,
                                   Treasurer and Chief Financial
                                   Officer

          March 5, 1997            E. Martin Chamberlain, 
                                   Director and Secretary

          March 5, 1997            Dale H. Ballard, Jr.
                                   Director

          March 5, 1997            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  1996 Incentive Stock Option                 
                    Plan                                        p. 25

               4.6  Example of Incentive Stock
                    Option Agreement used under
                    the 1996 Incentive Stock                    
                    Option Plan                                 p. 31

               5    Opinion of counsel as to
                    legality of securities being               
                    registered                                  p. 38

              23.1  Consent of Independent                      
                    Auditors                                    p. 39

              23.2  Consent of Counsel                   Contained in
                                                            Exhibit 5

              24    Power of Attorney                    Contained on
                                                       signature page
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 75709}]
{"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": "333-22827", "film-number": "97551170"}, "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 5, 1997.

                                          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)

                        1996 INCENTIVE STOCK OPTION PLAN
                            (Full title of the Plan)
                              Adopted July 1, 1996

             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     $19.69     $13,783,000   $4,177  

               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 3, 1997.

          (2)  The registration fee is calculated as follows:

               $13,783,000 x 1/33 x .01 = $4,177

          Total number of pages:  39               
          Index to Exhibits appears on page:  24     

                                     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, 1996, filed December 6,
          1996; 

                    (b)  The  Company's Quarterly Report  on Form 10-Q
          for the quarter  ended December 31, 1996, filed February 14,
          1997; 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.

               In  addition, the  following  financial statements  are
          filed herewith:  

                1.  Independent  Auditor's  Report  dated November  8,
                    1996 (February 18, 1997 as to Note 11);

                2.  Consolidated  Balance Sheets  as of  September 20,
                    1996 and 1995;

                3.  Consolidated  Statements  of  Operations  for  the
                    Years Ended September 30, 1996, 1995 and 1994;

                4.  Consolidated  Statements  of Stockholders'  Equity
                    for the Years Ended  September 30, 1996, 1995, and
                    1994;

                5.  Consolidated Statement of Cash Flows for the Years
                    Ended September 30, 1996, 1995, and 1994; and

                6.  Notes to Consolidated Financial Statements.

                          INDEPENDENT AUDITORS' REPORT

          To  the  Board  of  Directors and  Stockholders  of  Ballard
          Medical Products:

               We  have audited the  accompanying consolidated balance
          sheets of  Ballard Medical  Products and subsidiaries  as of
          September 30,  1996 and  1995, and the  related consolidated
          statements of  operations,  stockholders' equity,  and  cash
          flows  for each  of  the three  years  in the  period  ended
          September  30, 1996.    These financial  statements are  the
          responsibility   of   the   Company's   management.      Our
          responsibility is  to express an opinion  on these financial
          statements based on our audits.

               We conducted  our audits  in accordance with  generally
          accepted  auditing standards.   Those standards require that
          we plan and perform the audit to obtain reasonable assurance
          about whether the financial  statements are free of material
          misstatement.  An audit includes examining, on a test basis,
          evidence supporting  the  amounts  and  disclosures  in  the
          financial statements.  An  audit also includes assessing the
          accounting principles used and significant estimates made by
          management, as  well  as evaluating  the  overall  financial
          statement presentation.  We  believe that our audits provide
          a reasonable basis for our opinion.

               In  our opinion, such consolidated financial statements
          present  fairly,  in all  material  respects,  the financial
          position of Ballard Medical  Products and subsidiaries as of
          September  30,  1996  and 1995,  and  the  results of  their
          operations  and their cash flows for each of the three years
          in  the period ended  September 30, 1996  in conformity with
          generally accepted accounting principles.

               As discussed  in  Notes 1  and  2 to  the  consolidated  
          financial statements, effective October  1, 1994 the Company
          changed its  method of accounting  for investment securities
          to conform with Statement  of Financial Accounting Standards
          No. 115.  As discussed in Notes 1 and 4  to the consolidated
          financial  statements,  the Company  changed  its  method of
          accounting for  income taxes, effective October  1, 1993, to
          conform with Statement of Financial Accounting Standards No.
          109.

          Deloitte & Touche LLP
          Salt Lake City, Utah
          November 8, 1996
          (February 18, 1997 as to Note 11)

          CONSOLIDATED BALANCE SHEETS
          SEPTEMBER 30, 1996 AND 1995
ASSETS                                          1996            1995
CURRENT ASSETS:

           Cash and cash equivalents (Note 1)      $14,164,103     $27,555,330 

           Investments (Notes 1 and 2)              26,662,598      18,357,304 

           Accounts receivable - trade
           (less allowance for doubtful
           accounts:  1996 - $182,000, 
           1995 - $125,000; and allowance
           for sales returns:  1996 -
           $805,000, 1995 - $500,000)               19,944,055      13,773,277 

           Royalties receivable                      1,351,885         447,282 

           Other receivables                           636,291       1,223,871 

           Inventories (Note 1):

              Raw materials                          7,171,048       3,825,405 

              Work-in-process                        3,913,804       2,291,374 

              Finished goods                         2,760,008       5,245,852 

           Deferred income taxes (Notes 1 and 4)     1,057,303         593,313 

           Income tax refund receivable
           (Notes 1 and 4)                           3,274,000       2,103,570 

           Prepaid expenses                            169,431         232,315 

              Total current assets                  81,104,526      75,648,893 

           PROPERTY AND EQUIPMENT
           (Notes 1 and 6):

           Land                                      3,944,701       1,849,511 

           Buildings                                20,131,728      11,886,512 

           Molds                                     3,608,228       2,539,615 

           Machinery and equipment                   9,192,269       8,306,448 

           Vehicles                                  1,039,175         535,547 

           Furniture and fixtures                    2,081,200       1,436,563 

           Leasehold improvements                      302,394         258,488 

           Construction in process                   3,053,296       1,234,998 

              Total                                 43,352,991      28,047,682 

           Less accumulated depreciation            (8,058,401)     (6,035,636)

              Property and equipment - net          35,294,590      22,012,046 

           INTANGIBLE ASSETS: 

           Cost in excess of purchase price
           (less accumulated amortization:
           1996 - $3,212,520; 1995 -
           $2,161,887) (Notes 1 and 8)              15,644,651      11,655,058 

           Patents and other intangibles
           (less accumulated amortization:
           1996 - $711,431; 1995 -
           $495,889)                                 5,012,157       3,452,543 

               Total intangible assets              20,656,808      15,107,601 

           OTHER ASSETS (Note 8)                     5,409,164         934,007 

           TOTAL                                  $142,465,088    $113,702,547
CONSOLIDATED BALANCE SHEETS
         SEPTEMBER 30, 1996 AND 1995
LIABILITIES AND STOCKHOLDERS' EQUITY            1996            1995
CURRENT LIABILITIES:

           Accounts payable                         $2,273,674      $1,152,790 

           Accrued liabilities:

              Employee compensation                  1,985,135       2,314,504 

              Royalties                                326,492         344,712 

              Other                                    845,183         465,926 

              Total current liabilities              5,430,484       4,277,932 

           DEFERRED INCOME TAXES (Notes 1 and 4)     1,110,764         223,757 

              Total liabilities                      6,541,248       4,501,689 

           COMMITMENTS AND CONTINGENT
           LIABILITIES (Notes 6 and 8)  

           STOCKHOLDERS' EQUITY (Notes 1, 5, and
           8):  Common stock - $.10 par value;
           75,000,000 shares authorized;
           issued and outstanding:
           1996 - 27,702,323 shares,  
           1995 - 26,800,014 shares                  2,770,232       2,680,002 

           Additional paid-in capital               38,935,892      29,209,774 

           Unrealized losses on investments 
           (Notes 1 and 2)                            (156,564)       (142,728)

           Retained earnings                        94,374,280      77,453,810 

              Total stockholders' equity           135,923,840     109,200,858 

           TOTAL                                  $142,465,088    $113,702,547
See notes to consolidated financial statements.

          CONSOLIDATED STATEMENTS OF OPERATIONS
          FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1995, AND 1994
1995          1994
                                                         (Notes 1      (Notes 1
                                              1996         and 8)        and 8)
NET SALES 
           (Notes 1, 8, and 9)        $103,525,263    $84,152,967   $67,051,628

           COST OF PRODUCTS SOLD        35,734,178     28,070,350    22,193,542

           GROSS MARGIN                 67,791,085     56,082,617    44,858,086

           OPERATING EXPENSES:

           Selling, general and 
           administrative               28,286,793     24,429,181    21,696,098

           Research and development      2,903,805      2,177,117     1,638,475

           Royalties (Note 6)            1,539,200      1,385,841     1,404,681

              Total operating
              expenses                  32,729,798     27,992,139    24,739,254

           OPERATING INCOME             35,061,287     28,090,478    20,118,832

           OTHER INCOME:

           Interest income               1,917,925      1,923,257       772,645

           Royalty income                2,400,000      2,147,620     2,204,347

           Other                           990,948         30,160       541,840

              Total other income         5,308,873      4,101,037     3,518,832 

           INCOME BEFORE 
           INCOME TAX EXPENSE           40,370,160     32,191,515    23,637,664

           INCOME TAX EXPENSE
           (Notes 1 and 4)              14,767,121     11,248,899     8,446,698

           INCOME BEFORE CUMULATIVE
           EFFECT OF CHANGE IN 
           ACCOUNTING PRINCIPLE         25,603,039     20,942,616    15,190,966

           CUMULATIVE EFFECT OF
           CHANGE IN ACCOUNTING
           PRINCIPLE (Notes 1 
           and 4)                                                     1,403,232

           NET INCOME (Note 8)         $25,603,039    $20,942,616   $16,594,198

           INCOME PER SHARE BEFORE
           CUMULATIVE EFFECT OF
           CHANGE IN ACCOUNTING
           PRINCIPLE (Note 1):
           Common and common
           equivalent share                 $0.895         $0.752        $0.555

           Common share assuming
           full dilution                    $0.884         $0.739        $0.553

           CUMULATIVE EFFECT OF
           CHANGE IN ACCOUNTING
           PRINCIPLE PER SHARE
           (Note 1): 
           Common and common 
           equivalent share                   None           None        $0.051

           Common share assuming
           full dilution                      None           None        $0.051

           NET INCOME PER SHARE
           (Note 1):

           Common and common
           equivalent share                 $0.895         $0.752        $0.606

           Common share assuming
           full dilution                    $0.884         $0.739        $0.604

           WEIGHTED AVERAGE NUMBER 
           OF SHARES OUTSTANDING
           (Note 1):
           Common and common
           equivalent share             28,614,136     27,844,111    27,371,540

           Common share assuming
           full dilution                28,968,855     28,339,946    27,462,702
See notes to consolidated financial statements.

          BALLARD MEDICAL PRODUCTS AND SUBSIDIARIES  

          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
          FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1995, AND 1994
Unrealized
                                           Additional    Losses on
                      Common                  Paid-in      Invest-     Retained
                      Shares      Amount      Capital        ments     Earnings
BALANCE
      OCTOBER
      1, 1993
      (as pre-
      viously
      reported)  26,114,250  $2,611,425  $24,983,195               $44,871,841 

      Pooling
      of
      interest
      combina-
      tion
      (Notes 1
      and 8)        238,727      23,873       (3,873)                  324,647 

      BALANCE
      OCTOBER
      1, 1993
      (as
      restated)  26,352,977   2,635,298   24,979,322                45,196,488 

      Net
      income                                                        16,594,198 

      Cash
      divi-
      dends
      paid                                                          (1,590,083)

      Common
      stock
      issued
      from
      exercise
      of stock
      options
      (Note 5)      361,612      36,161    1,511,520 

      Acqui-
      sition
      and
      retire-
      ment of
      treasury
      stock
      (Note 5)      (20,000)     (2,000)                              (241,081)
 
      Tax
      benefit
      attri-
      butable
      to appre-
      ciation
      in value
      of stock
      issued in
      conjunc-
      tion with
      the exer-
      cise and
      disquali-
      fying
      dispo-
      sitions
      of incen-
      tive
      stock
      options                              1,796,546 

      BALANCE
      SEPTEM-
      BER 30,
      1994       26,694,589   2,669,459   28,287,388                59,959,522 

      Net
      income                                                        20,942,616 

      Cash
      divi
      dends
      paid                                                          (1,983,343)

      Common
      stock
      issued
      from
      exer-
      cise
      of stock
      options
      (Note 5)      205,425     20,543       432,869   

      Acqui-
      sition
      and 
      retire-
      ment
      of 
      trea-
      sury
      stock
      (Note 5)     (100,000)    (10,000)                            (1,464,985)

      Tax
      benefit
      attri-
      butable
      to appre-
      ciation
      in value
      of stock
      issued in
      conjunc-
      tion with
      the exer-
      cise and
      dis-
      quali-
      fying
      dispo-
      sitions
      of incen-
      tive
      stock
      options                               489,517  

      Unre-
      alized
      losses on
      invest-
      ments
      (Notes 1
      and 2)                                            $(142,728)

      BALANCE
      SEPTEM-
      BER 30,
      1995       26,800,014   2,680,002   29,209,774     (142,728)  77,453,810 

      Net
      income                                                        25,603,039 

      Cash 
      divi-
      dends
      paid                                                          (2,556,148)

      Common
      stock 
      issued
      from
      exer-
      cise
      of stock
      options
      (Note 5)    1,252,309     125,230     9,689,509

      Acqui-
      sition
      and 
      retire-
      ment of
      trea-
      sury
      stock
      (Note 5)     (350,000)    (35,000)                            (6,126,421)

      Tax
      benefit
      attri-
      butable
      to appre-
      ciation
      in value
      of
      stock 
      issued
      in con-
      junc-
      tion 
      with the
      exercise
      and
      dis-
      qual-
      ifying
      dispo-
      sitions
      of incen-
      tive
      stock
      options                                36,609  

      Unre-
      alized
      losses
      on 
      invest-
      ments
      (Notes 1
      and 2)                                              (13,836)

      BALANCE
      SEPTEM-
      BER 30,
      1996        27,702,323  $2,770,232 $38,935,892    $(156,564) $94,374,280
See notes to consolidated financial statements.

     BALLARD MEDICAL PRODUCTS AND SUBSIDIARIES

     CONSOLIDATED STATEMENTS OF CASH FLOWS
     FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1995, AND 1994
1996              1995               1994
CASH FLOWS FROM
      OPERATING
      ACTIVITIES:

      Net income              $25,603,039       $20,942,616        $16,594,198 
      Adjustments to
      reconcile net
      income to net
      cash provided by
      operating
      activities:

      Depreciation and
      amortization              3,932,373         3,116,862          2,477,007 
      (Gain) loss on
      disposal of
      property                   (446,320)            7,044            110,479 

      Tax benefit from
      disqualifying
      dispositions of
      incentive stock
      options                      36,609           489,517          1,796,546 

      Provision for
      losses on
      accounts
      receivable -
      trade and sales
      returns                     355,000           225,000            200,000 

      Cumulative effect
      of change in
      accounting
      principle (Note                                               (1,403,232)
      1)

      Deferred income
      taxes                       442,122           373,655            828,489 

      Changes in
      operating assets
      and liabilities-
      net of effects
      from purchase of
      subsidiaries in
      1996 and 1995:

      Accounts
      receivable -
      trade                    (6,150,608)          (29,707)         2,686,146 

      Royalties and
      other receivables          (167,553)           52,484           (757,909)

      Inventories              (1,323,492)       (1,398,153)        (2,051,813)

      Income tax refund
      receivable               (1,170,430)          897,815            929,232 

      Prepaid expenses            105,898          (196,526)          (430,813)

      Accounts payable            807,483           156,861         (1,525,061)

      Accrued
      liabilities                  19,180         1,126,009         (3,707,205)

         Total
         adjustments           (3,559,738)        4,820,861           (848,134)

         Net cash
         provided by
         operating
         activities            22,043,301         25,763,477        15,746,064 

      CASH FLOWS FROM
      INVESTING
      ACTIVITIES:

      Capital
      expenditures for
      property and
      equipment               (15,292,194)       (2,769,625)        (6,366,900)

      Proceeds from
      sales of property
      and equipment               564,418            45,250              5,899 

      Purchases of
      investments             (30,569,641)      (38,534,828)       (29,744,216) 

      Investment in
      and advances to
      affiliates
      (Note 8)                 (4,462,625)         (800,000)

      Proceeds from
      maturities of
      investments              22,231,406        36,288,627         20,485,633 

      Purchases of
      intangible assets        (2,854,344)       (1,330,188)          (245,801)

      Purchases of
      other assets                (12,532)         (109,579)

      Payments for
      purchase of
      subsidiaries,
      net of cash
      acquired                 (5,618,432)       (3,283,650)          (500,000)

         Net cash used
         in investing
         activities           (36,013,944)      (10,493,993)       (16,365,385)

      CASH FLOWS FROM
      FINANCING
      ACTIVITIES:

      Cash dividends
      paid                     (2,556,148)       (1,983,343)        (1,590,083)

      Proceeds from
      issuance of
      common stock and
      exercise of
      options                   9,814,739           453,412          1,547,681 

      Purchase of
      treasury stock           (6,161,421)       (1,474,985)          (243,081)

      Repayment of
      long-term debt
      assumed in
      acquisitions               (517,754)          (18,446)           (50,308)

         Net cash
         provided by  
         (used in)
         financing 
         activities               579,416        (3,023,362)          (335,791)

      NET INCREASE
      (DECREASE) IN
      CASH AND CASH
      EQUIVALENTS             (13,391,227)       12,246,122           (955,112) 

      CASH AND CASH
      EQUIVALENTS,
      BEGINNING OF YEAR        27,555,330        15,309,208         16,264,320 

      CASH AND CASH
      EQUIVALENTS, END
      OF YEAR                 $14,164,103       $27,555,330        $15,309,208 
      SUPPLEMENTAL
      DISCLOSURE OF
      CASH FLOW
      INFORMATION - 
      Cash paid during
      the year for
      income taxes            $15,458,820        $9,487,912         $7,571,800
See notes to consolidated financial statements.

          SUPPLEMENTAL DISCLOSURES OF  NONCASH INVESTING AND FINANCING
          ACTIVITIES:

               On  September  27, 1996,  the  Company  entered into  a
          business  combination  with   Plastic  Engineered   Products
          Corporation in exchange for  238,727 shares of the Company's
          common stock.   This transaction  has been accounted  for by
          the  Company  as a  "pooling"  and  as  such, the  Company's
          accompanying   consolidated   financial  statements   as  of
          September 30, 1996 and 1995 and  for the three years in  the
          period  ended September 30,  1996 have  been restated  as if
          this  transaction had  occurred  on  October  1, 1993.    In
          addition,  during the  year  ended September  30, 1996,  the
          Company   entered   into   three  acquisition   transactions
          accounted for as purchases as follows (see Note 8):

          *    On April 19,  1996, the Company  acquired substantially
               all   of   the   assets   of  Endovations,   Inc,   for
               approximately  $1,220,000 cash.    In conjunction  with
               this   purchase,  the  Company   recorded  goodwill  of
               approximately  $400,000 and  the fair  market value  of
               assets acquired approximately $820,000.

          *    On  July  19, 1996,  the Company  purchased all  of the
               outstanding  capital  stock of  Mist  Assist,  Inc. for
               approximately $673,600 cash.   In conjunction with  the
               acquisition, liabilities were assumed as follows:
           
                    Fair value of assets acquired
                    (including goodwill of $680,000)     $800,000

                    Cash paid                             673,600

                    Liabilities assumed                  $126,400

          *    On August 28,  1996, the Company  purchased all of  the  
               outstanding capital stock of Preferred Medical Products
               for  approximately $3,600,000  cash (see  Note 8).   In
               conjunction  with  the  acquisition,  liabilities  were
               assumed as follows:

                    Fair value of assets acquired 
                    (including goodwill of $2,900,000) $4,320,970

                    Cash paid                           3,604,440
                
                    Liabilities assumed                  $716,530

               On May 2, 1995,  the Company acquired substantially all
          of  the net  assets  of Cox  Medical  Enterprises, Inc.  for
          approximately $3,313,000 cash (see  Note 8).  In conjunction
          with the acquisition, liabilities were assumed as follows:

                    Fair value of assets acquired
                    (including goodwill)               $4,000,000

                    Cash paid                           3,313,310

                    Liabilities assumed                  $686,690

               During the years ended September 30, 1996 and 1995, the
          Company  in  conjunction  with  its  adoption  of  Financial
          Accounting  Standards No. 115  (see Note 1),  wrote down its
          short-term investments  in  total by  $32,941 and  $219,582,
          respectively.   The  effect of  this adjustment in  1996 and
          1995 was a decrease in stockholders' equity in the amount of
          $13,836  and $142,728  and an  increase in  current deferred
          income  taxes in the amount  of $19,105 and  $76,854 for the
          years ended September 30, 1996 and 1995, respectively.

          See notes to consolidated financial statements.

          BALLARD MEDICAL PRODUCTS AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

               ORGANIZATION - Ballard  Medical Products (Ballard)  and
          its   subsidiaries   develop,   manufacture,    and   market
          specialized medical products.

               BASIS  OF  PRESENTATION  - The  consolidated  financial
          statements include  the accounts of Ballard  and its wholly-
          owned subsidiaries, Medical  Innovations Corporation  (MIC),
          Ballard Real Estate  Holdings (BREH), Ballard International,
          Inc.  (BI),  Plastic  Engineered  Products  Company (PEPCO),
          Ballard Medical Products (Canada) Inc. dba Preferred Medical
          Products (PMP),  and Mist  Assist, Inc.  (MAI) (see  Note 8)
          (collectively, the "Company").  All significant intercompany  
          accounts   and  transactions   have   been   eliminated   in
          consolidation.

               During the  year ended September 30,  1996, the Company
          entered into a business  combination with PEPCO, in exchange
          for  238,727 shares  of the  Company's  common stock.   This
          transaction  has  been accounted  for  by the  Company  as a
          "pooling",   and  as   such,   the  Company's   accompanying
          consolidated financial  statements as of  September 30, 1996
          and  1995  and  for the  three  years  in  the period  ended
          September 30, 1996 have been restated as if this transaction
          had occurred on October 1, 1993 (see Note 8).

               USE  OF ESTIMATES IN  PREPARING FINANCIAL  STATEMENTS -
          The preparation  of financial statements in  conformity with
          generally accepted accounting principles requires management
          to make  estimates and assumptions that  affect the reported
          amounts  of  assets   and  liabilities  and   disclosure  of
          contingent  assets  and  liabilities  at  the  date  of  the
          financial statements  and the  reported amounts of  revenues
          and expenses  during the  reporting period.   Actual results
          could differ from those estimates.

               INVESTMENTS - Investments consist of tax free municipal
          bonds.   Investments are recorded  at fair market value (see
          Note 2).   Effective  October 1,  1994, the  Company adopted
          Statement of  Financial Accounting Standards (SFAS) No. 115,
          "Accounting  for  Certain  Investments  in  Debt and  Equity
          Securities."   SFAS No.  115 requires the  classification of
          investment securities as either held-to-maturity securities,
          trading  securities, or available-for-sale securities.  Upon
          adoption of  SFAS 115, the  Company reclassified all  of its
          investments as available-for-sale.  The adoption of SFAS 115
          had  no   material  effect  on  the  consolidated  financial
          statements.

               INVENTORIES -  Inventories are  stated at the  lower of
          cost (on a first-in, first-out basis) or market.

               PROPERTY  AND  EQUIPMENT -  Property and  equipment are
          stated  at cost.  Depreciation is  computed on the straight-
          line method over the estimated useful lives as follows:

                    Buildings                30 to 40 years
                    Molds                           5 years
                    Machinery and equipment   5 to 10 years
                    Vehicles                   3 to 5 years
                    Furniture and fixtures     3 to 5 years
                    Leasehold improvements     3 to 5 years
                    
               INTANGIBLE ASSETS - Intangible assets include goodwill,
          patent rights, and  license costs which  are stated at  cost
          and are being amortized  using the straight-line method over
          their estimated lives, which range from four to seventeen years.  

               REVENUE RECOGNITION - Revenues  are recognized when the
          related  product  is  shipped.     The  Company  records  an
          allowance for estimated sales returns.

               INCOME TAXES  - Effective October 1,  1993, the Company
          adopted the  provisions of Statement of Financial Accounting
          Standards  No. 109 (the  Statement), "Accounting  for Income
          Taxes."    The Statement  requires  an  asset and  liability
          approach for  financial accounting and  reporting for income
          taxes.    The cumulative  effect in  1994  of the  change in
          accounting principle of $1,403,232  is reflected in the 1994
          consolidated statement  of operations.  The  adoption of the
          Statement  had   no  effect  on  the   pre-tax  income  from
          continuing operations.

               INCOME  PER SHARE - Income per share is computed on the
          basis of  the weighted average number  of shares outstanding
          plus the common stock equivalents which would arise from the
          exercise of stock options.  

               Such  income per  share  amounts are  adjusted to  give
          retroactive  effect  for  all   periods  presented  for  the
          acquisition by the Company of PEPCO in 1996 (see Note 8).

               STATEMENTS  OF  CASH  FLOWS   -  For  purposes  of  the
          consolidated statements of cash flows, the Company considers
          cash  and   interest   bearing  securities   with   original
          maturities of less than three months to be cash equivalents.

               OTHER - Certain reclassifications have been made to the
          prior    year   financial    statements   to    conform   to
          classifications adopted in the current year.

          2.  INVESTMENTS

               Investments at  September 30, 1996 and  1995 consist of
          municipal bonds.

               The  amortized cost  and fair  value of  investments at
          September 30,  1996 and  1995, classified as  available-for-
          sale, is as follows:

                                             1996                1995

           Amortized cost            $26,915,121         $18,576,886 
           Gross unrealized
           gains                             None                None

           Gross unrealized
           losses                       (252,523)           (219,582)

           Fair value                $26,662,598         $18,357,304   

               As of September 30, 1996 and 1995, all municipal  bonds
          had a  contractual maturity of one year or less.  During the
          year  ended September 30, 1996 and 1995, there were no gross
          realized  gains  or  gross  realized losses  from  sales  of
          investments classified as available-for-sale.

          3.  LINE OF CREDIT

               At  September  30, 1996,  the  Company  had an  unused,
          unsecured  line of  credit with  a bank  totaling $5,000,000
          which expires February 15,  1997.  The line, if  drawn upon,
          bears interest at  the bank's base rate  (8.25% at September
          30,  1996).  No compensating cash balances are required.  As
          of  September 30, 1996 and during the year then ended, there
          were no borrowings under the line of credit.

          4.  INCOME TAXES

               The Company has  recorded current  deferred tax  assets
          and net long-term deferred  tax liabilities at September 30,
          1996 and 1995 as follows:

                                          1996                    1995

                                  Current      Long-Term     Current  Long-Term
           Deferred income
           tax assets          $1,057,303   $(1,210,326)    $593,313  $452,323 

           Deferred income
           tax liabilities                       99,562               (676,080)

           Net                 $1,057,303   $(1,110,764)    $593,313 $(223,757)

               Net  deferred  income  tax assets  and  liabilities  at
          September  30,  1996 and  1995  consisted  of the  following
          temporary differences and carryforward items:
1996                    1995

                                    Current     Long-Term    Current  Long-Term
Deferred income tax
           assets:

           Allowance for
           uncollectible
           accounts receivable      $69,121                  $47,513

           Allowance for                                            
           sales returns and
           allowances               305,729                  190,050  

           Allowance for
           obsolete inventory       185,277                   49,585

           Accrued expenses         168,549                  214,506
           Unrealized losses on
           investments               95,959                   76,854

           Net operating loss
           carryforwards of
           acquired subsidiaries    121,442      $99,562      14,805  $341,097 

           Research and
           development credits      111,226                            111,226 

                                  1,057,303       99,562     593,313   452,323 

           Deferred income tax
           liabilities -
           differences between
           tax basis and
           financial reporting
           basis of property
           and equipment                      (1,210,326)             (676,080)

              Total              $1,057,303  $(1,110,764)   $593,313 $(223,757)
The  components of  income  tax expense  for the  years
          ended September  30, 1996, 1995, and 1994  are summarized as
          follows:

                                        1996              1995             1994

           Current:
           Federal               $12,421,679        $9,425,942       $6,685,047

           State                   1,903,320         1,449,302          933,162

                                  14,324,999        10,875,244        7,618,209

           Deferred:

           Federal                   402,473           323,859          727,007

           State                      39,649            49,796          101,482

                                     442,122           373,655          828,489

           Total                 $14,767,121       $11,248,899       $8,446,698

               Income tax expense  differed from  amounts computed  by
          applying the statutory Federal tax rate  to pretax income as
          follows:

                                   1996           1995           1994  

           Computed
           Federal income
           tax expense at
           statutory rate  $14,129,556    $11,082,432     $8,128,345 

           State income
           tax expense,
           net of federal
           benefit           1,317,054        990,493        661,806 

           Environmental
           tax                  16,614         30,000         25,000 

           Tax exempt
           income             (553,876)      (624,750)      (210,000)

           Foreign sales
           corporation        (236,250)      (121,756)      (126,000)

           Amortization
           of goodwill         335,763        316,969        278,773 

           Other              (241,740)      (424,489)      (311,226)

           Total           $14,767,121    $11,248,899     $8,446,698 

               As a result of the Company's acquisitions (see Note 8),
          the Company has net operating loss carryforwards for Federal
          income  tax purposes  of approximately  $578,000, which  can
          only be  used to  offset future  taxable income  of acquired
          subsidiaries.  The utilization of the tax loss carryforwards
          is  subject  to  certain limitations  and  the carryforwards
          expire through the year 2007.

          5.  COMMON STOCK AND STOCK OPTIONS

               During the  years ended  September 30, 1996,  1995, and
          1994, the Company  repurchased 350,000, 100,000, and  20,000
          shares  of its  outstanding  common  stock  for  $6,161,421,
          $1,474,985, and $243,081, respectively.  In  accordance with
          Utah  State law,  this treasury stock  was accounted  for as
          retired common stock.

               The  Company has adopted several incentive stock option
          plans for key employees and reserved shares of  common stock
          totaling approximately 2,926,400 and 3,483,000  at September
          30,  1996 and  1995,  respectively, for  issuance under  the
          plans.   Options are granted  at a  price not less  than the
          fair market value on the  date of grant, become  exercisable
          between  one to two years  following the date  of grant, and
          expire in ten years.

               Changes in stock options  are as follows for  the years
          ended September 30:  

                                                          Price Range
           1996                            Shares           Per Share

           Granted                        516,900       $15.25-$17.25

           Expired                         78,200        $8.63-$17.25

           Exercised                    1,252,309        $1.46-$11.63

           Outstanding at
           September 30                 2,517,553        $1.46-$16.75

           Exercisable                  1,799,351        $1.46-$16.75

           1995

           Granted                        740,000      $9.38 - $14.25

           Expired                        101,666      $8.63 - $13.50

           Exercised                      205,425      $1.46 - $11.00

           Outstanding at
           September 30                 3,331,162      $1.46 - $14.25

           Exercisable                  2,410,490      $1.46 - $14.25

           1994

           Granted                      3,747,340      $8.63 - $16.50

           Expired                      2,582,256     $11.00 - $19.79

           Exercised                      361,612       $.67 - $11.00

           Outstanding at
           September 30                 2,898,253      $1.46 - $13.50

           Exercisable                    766,486      $1.46 - $13.50
           
          6.  COMMITMENTS AND CONTINGENT LIABILITIES

               The Company leases office and production facilities and
          office equipment under long-term operating lease agreements.
          Rent expense on the above operating leases was approximately
          $671,010,  $456,990,  and  $316,469  for  the   years  ended
          September  30,  1996, 1995,  and  1994,  respectively.   The
          following  represents the Company's future commitments under
          such leases:

                     1997                          $495,798

                     1998                           335,406

                     1999                            95,480

                     2000                            85,200  

                     2001                            86,560

                     Thereafter                     499,140

                     Total                       $1,597,584

               The  Company  has  agreements  with  the  inventors  of
          certain of  its products  which provide  for the payment  of
          royalties ranging from 2% to 6.5% of defined net sales or  a
          fixed rate per unit sold of the related products.

               The Company  is involved in certain  litigation matters
          in  the normal course of  business which, in  the opinion of
          management, will not result  in any material adverse effects
          on the Company (see Note 11).

               In October,  1995 the Company began  construction of an
          additional manufacturing facility in Pocatello, Idaho.   The
          first phase of construction was completed during fiscal year
          1996  at  a total  cost  of approximately  $7,200,000.   The
          second phase of construction  began in August, 1996 with  an
          anticipated    cost    of   construction    of   $5,200,000.
          Construction  of  the  second  phase is  anticipated  to  be
          completed in May, 1997.

          7.  PROFIT SHARING PLAN

               The Company sponsors an Employee Retirement and Savings
          Plan (the Plan) under Section 401(k) of the Internal Revenue
          Code.  The Plan is designed to allow participating employees
          to  accumulate savings  for  retirement  or other  purposes.
          Under the Plan, all  employees, who have completed  at least
          one year of service and have reached age 21, are eligible to
          participate.     The   Plan   allows   employees   to   make
          contributions to the plan  from salary reductions each year,
          up  to   a  maximum  of   15%  of  a   participant's  annual
          compensation.   Under the Plan, the Company matches up to 4%
          of  a participant's  contribution.  The  Company may,  if it
          desires, make additional contributions to the 401(k) Plan on
          behalf  of its employees.  For the years ended September 30,
          1996, 1995,  and 1994,  the  Company expensed  approximately
          $621,000, $545,000, and  $372,000, respectively, as matching
          contributions  to  the Plan.    Employees  are always  fully
          vested in their own contributions and become fully vested in
          any contributions  made by  the Company  after six  years of
          service.  Employees are allowed to direct  the investment of
          their  Plan  contributions  within  a  group  of  designated
          investment funds.

          8.  BUSINESS COMBINATIONS

               On  September  27,  1996, the  Company  issued  238,727
          shares  of its  common  stock in  exchange  for all  of  the  
          outstanding common  stock of  PEPCO, a medical  research and
          manufacturing company incorporated in 1987 and headquartered
          in  Canal Fulton, Ohio.  The assets and liabilities of PEPCO
          at the  date of combination were  approximately $684,000 and
          $88,000 respectively.  The  combination was accounted for as
          a  pooling of  interests.    The  accompanying  consolidated
          financial statements  have been  prepared as if  Ballard and
          PEPCO had  been combined for  all periods presented.   There
          were no intercompany transactions between Ballard and  PEPCO
          prior to the date of merger.  Net sales, net income, and net
          income  per  share   amounts  of  the   previously  separate
          companies for the years ended September 30, 1995 and 1994 as
          previously reported and combined are as follows:

                            The Company
                          as Previously
           1995                Reported          PEPCO    As Restated

           Net sales        $81,762,142     $2,390,825    $84,152,967

           Net income        20,415,191        527,425     20,942,616

           Net income
           per share               0.73           0.09          0.739

           1994

           Net sales        $65,062,801     $1,988,827    $67,051,628

           Net income        16,180,377        413,821     16,594,198

           Net income
           per share               0.59          0.014          0.604

               On April  19, 1996, the Company  acquired substantially
          all of  the assets of Endovations,  Inc. ("Endovations") for
          approximately $1,220,000 in cash.   The acquisition has been
          accounted for  using the  purchase method of  accounting; as
          such, Endovations' results of operations have  been included
          in the accompanying  consolidated financial statements  from
          the  date   of  acquisition.    In   conjunction  with  this
          acquisition, the Company recorded goodwill  of approximately
          $400,000, which is being  amortized on a straight-line basis
          over 10 years.

               Effective July  19, 1996,  the Company acquired  all of
          the  issued   and  outstanding  common  stock   of  MAI  for
          approximately  $673,600  in  cash  and  the  assumption   of
          liabilities totally approximately $126,400.  The acquisition
          has  been  accounted  for   using  the  purchase  method  of
          accounting;  as  such,  results  of   operations  have  been
          included   in   the   accompanying  consolidated   financial
          statements  from the  date of  acquisition.   In conjunction
          with  the  acquisition,  the Company  recorded  goodwill  of
          approximately  $680,000,  which  is  being  amortized  on  a  
          straight-line basis over 15 years.

               On August  28, 1996,  the Company  acquired all  of the
          issued  and  outstanding  common   stock  of  PMP  for  cash
          approximately   $3,600,000.     The  acquisition   has  been
          accounted for  using the  purchase method of  accounting; as
          such,  results  of  operations  have been  included  in  the
          accompanying consolidated financial statements from the date
          of acquisition.   In  conjunction with the  acquisition, the
          Company  recorded goodwill of approximately $2,900,000 which
          is being amortized on a straight-line basis over 15 years.

               The pro forma results of operations  of the Company for
          the years  ended September 30,  1996 and 1995  (assuming the
          acquisitions  of Endovations, MAI and PMP had occurred as of
          October 1, 1994) are as follows:

                                               1996              1995

           Net sales                   $107,510,270       $87,881,669

           Net income                   $26,400,040       $21,842,691

           Net income per share              $0.911            $0.771

               On May 2, 1995,  the Company acquired substantially all
          of  the assets  of Cox  for a  purchase price  of $4,000,000
          consisting  of  $3,313,310 in  cash  and  the assumption  of
          liabilities   in  the  amount   of  $686,690.     Cox  is  a
          manufacturer   of  disposable   endoscopic  devices.     The
          acquisition has been accounted for using the purchase method
          of  accounting; as  such, Cox's  results of  operations have
          been  included  in the  accompanying  consolidated financial
          statements from the date  of acquisition.  The cost  of this
          acquisition  exceeded   the  estimated  fair  value  of  the
          acquired  net assets  by $423,000  which is  being amortized
          over 10 years.

               On  November 14,  1995,  the  Company acquired  200,000
          shares  of  the   preferred  stock  of   Neuro  Navigational
          Corporation (Neuro) representing a 19.5%  equity interest in
          Neuro for $2,000,000.  As of September 30, 1995, the Company
          had made interest-bearing advances to Neuro in the amount of
          $800,000.   These advances are included  in the accompanying
          consolidated balance sheet as of September 30, 1995 and were
          subsequently credited towards  the $2,000,000 purchase price
          on November 14, 1996.

               During the  year ended September 30,  1996, the Company
          made advances  to  Neuro in  the  form of  promissory  notes
          totaling  $2,492,110.    Interest   accrues  on  the  unpaid
          principal balance  at a rate of  10% per annum.   The entire
          unpaid principal  balance and accrued, but  unpaid, interest  
          are due on  January 19, 1997.  In  addition, on November 14,
          1995,  the Company  paid  Neuro $500,000  for  an option  to
          purchase  all of  the assets  of Neuro  during the  first 12
          months of the option  period for $9,500,000.  If  the option
          is exercised  during the remainder  of the option  term, the
          purchase price  will be equal to two  times the net sales of
          Neuro for  the 12 months immediately  preceding the exercise
          of the option.   In either event, the $500,000  option price
          will  be credited towards  the purchase  price.   The option
          term  expires two  years following the  closing date  of the
          preferred  stock purchase  by the  Company.   The $2,000,000
          purchase price of  the preferred stock, the  advances in the
          amount of $2,492,110  and the $500,000  paid for the  option
          are  included   in  the   caption  "Other  Assets"   in  the
          accompanying consolidated balance sheet  as of September 30,
          1996.

          9.  SALES

               During the  years ended  September 30, 1996,  1995, and
          1994, the Company had  foreign export sales of approximately
          $7,900,000, $6,200,000, and $4,700,000, respectively.

          10.     EFFECT  OF  RECENTLY  ISSUED   FINANCIAL  ACCOUNTING
                  STANDARDS

               In  October, 1995,  the Financial  Accounting Standards
          Board  issued SFAS  No.  123.   "Accounting for  Stock-Based
          Compensation."   SFAS No.  123 defines  a  fair value  based
          method of  accounting for  an employee  stock option.   Fair
          value of the stock  option is determined considering factors
          such as the exercise price, the expected life of the option,
          the  current   price  of   the  underlying  stock   and  its
          volatility, expected  dividends on the stock,  and the risk-
          free  interest rate  for the  expected term  of the  option.
          Under  the fair  value  based method,  compensation cost  is
          measured at  the grant date based  on the fair value  of the
          award  and is recognized over the service period.  A company
          may  elect  to  adopt SFAS  No.  123  or  elect to  continue
          accounting  for its  stock option  or similar  equity awards
          using  the intrinsic  method,  where  compensation  cost  is
          measured at  the date of  grant based  on the excess  of the
          market  value  of the  underlying  stock  over the  exercise
          price.  If a company elects  not to adopt SFAS No. 123, then
          it must  provide  pro forma  disclosure  of net  income  and
          earnings  per share, as if  the fair value  based method had
          been applied.

               SFAS No. 123 is effective for transactions entered into
          for  fiscal years that begin  after December 15,  1995.  Pro
          forma  disclosures for  entities that  elect to  continue to
          measure compensation cost under  the old method must include
          the effects of all awards granted in fiscal years that begin
          after December 15, 1995.   It is currently anticipated  that  
          the  Company  will  continue   to  account  for  stock-based
          compensation plans under the intrinsic method and therefore,
          SFAS  No.  123   will  have  no  effect   on  the  Company's
          consolidated financial statements.

               In  March   1995,  the   FASB  issued  SFAS   No.  121,
          "Accounting for the Impairment  of Long-Lived Assets and for
          Long-Lived  Assets  to  be  Disposed Of".    This  statement
          addresses the  accounting for the  impairment of  long-lived
          assets, such  as premises, furniture and  equipment, certain
          identifiable  intangibles  and  goodwill  related  to  those
          assets.     Long-lived   assets  and   certain  identifiable
          intangibles  are to  be  reviewed  for  impairment  whenever
          events  or  changes  in  circumstances  indicate   that  the
          carrying  amount of  an asset  may not  be recoverable.   An
          impairment loss  is recognized  when the  sum of the  future
          cash  flows  (undiscounted   and  without  interest  charges
          expected  from  the  use  of  the  asset  and  its  eventual
          disposition) is less than the carrying amount of the  asset.
          The  statement also  requires  that  long-lived  assets  and
          identifiable   intangibles,   except   for   assets   of   a
          discontinued operation  held for disposal, be  accounted for
          at the lower of cost or fair value less cost  to sell.  SFAS
          No.  121  is  effective  for fiscal  years  beginning  after
          December  15,  1995.   The impact  of  SFAS No.  121  on the
          Company  is not expected to  be material in  relation to the
          consolidated financial statements.

          11.  SUBSEQUENT EVENTS

               On December 10, 1996, the Company  entered into a stock
          purchase   transaction  for   approximately  90.1%   of  the
          outstanding capital  stock  of Cardiotronics  Systems,  Inc.
          ("Cardiotronics") at  a total purchase price of $11,392,916.
          On December 30, 1996, the  remaining 9.9% of the outstanding
          capital stock of Cardiotronics was effectively acquired at a
          cost of $1,236,488.

               The  acquisition  has  been  accounted  for  using  the
          purchase method of accounting.   The purchase price  in this
          acquisition exceeded  the fair  valued cost of  the acquired
          net  assets  by  approximately  $18,478,000,  which will  be
          amortized over 15 years at goodwill.

               R2, a  wholly-owned subsidiary  of Cardiotronics,  is a
          co-defendant   in   an  ongoing   product   liability  case.
          Plaintiff  in this  case alleges,  among other  things, that
          defibrillation pads  manufactured by  R2 were defective  and
          seeks  damages of $20 million.  The Company believes that it
          has  valid  defenses;  however,  in  view  of  the  inherent
          uncertainties  surrounding the litigation,  no assurance can
          be given that R2 will prevail in this case.   The Company is
          unable to  assess the  likelihood of  an adverse  outcome or
          estimate  the amount of range, if any, of any possible loss.  
          An adverse judgment could have a material adverse effect  on
          the financial condition of the Company.

          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 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 5th
          day of March, 1997.

                                       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 5, 1997            Dale H. Ballard
                                   President, Chief Executive Officer
                                   and Chairman of the Board

          March 5, 1997            Kenneth R. Sorenson,
                                   Treasurer and Chief Financial
                                   Officer

          March 5, 1997            E. Martin Chamberlain, 
                                   Director and Secretary

          March 5, 1997            Dale H. Ballard, Jr.
                                   Director

          March 5, 1997            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  1996 Incentive Stock Option                 
                    Plan                                        p. 25

               4.6  Example of Incentive Stock
                    Option Agreement used under
                    the 1996 Incentive Stock                    
                    Option Plan                                 p. 31

               5    Opinion of counsel as to
                    legality of securities being               
                    registered                                  p. 38

              23.1  Consent of Independent                      
                    Auditors                                    p. 39

              23.2  Consent of Counsel                   Contained in
                                                            Exhibit 5

              24    Power of Attorney                    Contained on
                                                       signature page