As filed with the Securities and Exchange Commission on August 20, 1996
                                      Registration No. 333-


                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                       --------------------

                             FORM S-8
                      REGISTRATION STATEMENT
                            Under the
                      Securities Act of 1933
                       --------------------

                   MERIT MEDICAL SYSTEMS, INC.
      (Exact name of registrant as specified in its charter)

               Utah                                  87-0447695
 (State or other jurisdiction of                  (I.R.S. Employer
  incorporation or organization)                   Identification No.)

                       --------------------

                     1600 West Merit Parkway
                    South Jordan, Utah  84095
             (Address of Principal Executive Offices,
                       including Zip Code)


                   MERIT MEDICAL SYSTEMS, INC.
                1996 EMPLOYEE STOCK PURCHASE PLAN
                     (Full title of the plan)

     KENT W. STANGER                                   Copy to: 
  Chief Financial Officer                          RICHARD G. BROWN 
  Merit Medical Systems, Inc.             Kimball, Parr, Waddoups, Brown & Gee
    1600 West Merit Parkway                 185 South State Street, Suite 1300
    South Jordan, Utah  84095                 Salt Lake City, Utah 84111
         (801) 253-1600                             (801) 532-7840
  (Name, address and telephone
    number, including area code,
       of agent for service)


                       --------------------

                 CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                                   <C>             <C>              <C>                   <C>
                                                         Proposed            Proposed
                                                          Maximum             Maximum 
                                       Amount to be    Offering Price        Aggregate              Amount of 
Title of Securities to be Registered    Registered      per Share(1)     Offering Price(1)    Registration Fee(1)


Common Stock, no par value            250,000 shares       $7.69            $1,922,500               $663
</TABLE>

(1)  Pursuant to Rules  457(h)(1)  and  457(c),  the  offering  price per share,
     aggregate  offering price and registration fee are computed on the basis of
     the  average  of the high and low sales  prices as  reported  on the NASDAQ
     Stock Market (National Market System) on August 16, 1996.


<PAGE>


                              PART I

       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

     *    Information  required by Part I to be contained  in the Section  10(a)
          prospectus is omitted from this  Registration  Statement in accordance
          with  Rule 428 under  the  Securities  Act of 1933,  as  amended  (the
          "Securities Act"), and the Note to Part I of Form S-8.


                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The  following  documents  filed  by  Merit  Medical  Systems,   Inc.  (the
"Registrant")   with  the   Securities   and  Exchange   Commission  are  hereby
incorporated by reference in this Registration Statement:

     (1) The Registrant's Annual Report on Form 10-K for the year ended December
31, 1995.

     (2) The  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 1996.

     (3) The  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
June 30, 1996.

     (4)  The  description  of the  Registrant's  Common  Stock,  no par  value,
contained in the Registrant's Registration Statement on Form 8-A filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),  including any
amendment  or report  filed under the  Exchange  Act for the purpose of updating
such description.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, 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 a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated  by  reference  herein  shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement  contained  herein
(or in any other  subsequently  filed  document  which also is  incorporated  by
reference  herein)  modifies or  supersedes  such  statement.  Any  statement so
modified or superseded shall not be deemed to constitute a part hereof except as
so modified or superseded.

     The financial  statements  incorporated  by reference in this  Registration
Statement  from the  Registrant's  Annual Report on Form 10-K for the year ended
December  31,  1995 have been  audited  by  Deloitte & Touche  LLP,  independent
auditors,  as stated in their report, which is incorporated herein by reference,
and have been so  incorporated  in  reliance  upon the report of such firm given
upon their authority as experts in accounting and auditing.

Item 4.  Description of Securities.

     Not applicable.
<PAGE>

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.


Item 6.  Indemnification of Directors and Officers.

     Section 16-10a-902 ("Section 902") of the Utah Revised Business Corporation
Act (the "Revised Act") provides that a corporation may indemnify any individual
who was, is, or is  threatened  to be made a named  defendant or  respondent  (a
"Party") in any  threatened,  pending or completed  action,  suit or proceeding,
whether civil,  criminal,  administrative or investigative and whether formal or
informal (a "Proceeding"), because he is or was a director of the corporation or
is or was  serving at its  request as a  director,  officer,  partner,  trustee,
employee,  fiduciary  or agent of another  corporation  or other person or of an
employee  benefit  plan (an  "Indemnified  Director"),  against  any  obligation
incurred  with respect to a  Proceeding,  including  any  judgment,  settlement,
penalty,  fine or reasonable expenses (including  attorneys' fees),  incurred in
the Proceeding if his conduct was in good faith, he reasonably believed that his
conduct was in, or not opposed to, the best interests of the  corporation,  and,
in the case of any criminal  Proceeding,  he had no reasonable  cause to believe
his conduct was unlawful;  except that (i) indemnification  under Section 902 in
connection  with  Proceeding by or in the right of the corporation is limited to
payment  of  reasonable  expenses   (including   attorneys'  fees)  incurred  in
connection  with the  proceeding  and (ii) the  corporation  may not indemnify a
director in connection  with a Proceeding by or in the right of the  corporation
in which the director was adjudged liable to the  corporation,  or in connection
with any  other  Proceeding  charging  that the  director  derived  an  improper
personal benefit,  whether or not involving action in his official capacity,  in
which Proceeding he was adjudged liable on the basis that he derived an improper
personal benefit.

     Section 16-10a-903 ("Section 903") of the Revised Act provides that, unless
limited by its  articles  of  incorporation,  a  corporation  shall  indemnify a
director who was 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 was a Party  because  he is or was a  director  of the  corporation,
against  reasonable  expenses  (including  attorneys'  fees)  incurred by him in
connection  with the  Proceeding  or  claim  with  respect  to which he has been
successful.

     In  addition  to the  indemnification  provided  by  Sections  902 and 903,
Section  16-10a-905  ("Section  905") of the Revised Act provides  that,  unless
otherwise limited by a corporation's  articles of incorporation,  a director may
apply for  indemnification  to the court conducting the Proceeding or to another
court of competent  jurisdiction.  On receipt of an application and after giving
any  notice the court  considers  necessary,  (i) the court may order  mandatory
indemnification  under Section 903, in which case the court shall also order the
corporation to pay the director's  reasonable  expenses to obtain  court-ordered
indemnification,  or (ii) upon the court's  determination  that the  director is
fairly and reasonably  entitled to  indemnification  in view of all the relevant
circumstances and regardless of whether the director met the applicable standard
of conduct set forth in Section 902, the court may order  indemnification as the
court  determines  to be proper,  except that  indemnification  with  respect to
certain  Proceedings  resulting  in a director  being  found  liable for certain
actions against the corporation may be limited to reasonable expenses (including
attorneys' fees) incurred by the director.

     The Revised Act provides  that a  corporation  may pay for or reimburse the
reasonable expenses (including  attorneys' fees) incurred by a director who is a
Party to a Proceeding in advance of the final  disposition  of the Proceeding if
(i) the director  furnishes the  corporation a written  affirmation  of his good
faith  belief that he has met the  applicable  standard of conduct  described in
Section  902,  (ii)  the  director   furnishes  to  the  corporation  a  written
undertaking, executed personally or in his behalf, to repay the advance if it is
ultimately determined that he did not meet the required standard of conduct, and
(iii) a  determination  is made that the facts  then  known to those  making the
determination would not preclude indemnification under Section 904.

     Unless a corporation's articles of incorporation provide otherwise,  (i) an
officer of the  corporation  is entitled  to  mandatory  indemnification  and is
entitled to apply for court  ordered  indemnification,  in each case to the same
extent as a director, (ii) the corporation may indemnify and advance expenses to
an officer,  employee,  fiduciary or agent of the corporation to the same extent
as a director,  and (iii) a corporation may also indemnify and advance  expenses

<PAGE>

to an officer,  employee,  fiduciary or agent who is not a director to a greater
extent  than  the  right  of  indemnification   granted  to  directors,  if  not
inconsistent  with  public  policy,  and if  provided  for by  its  articles  of
incorporation,  bylaws,  general or specific action of its board of directors or
contract.

     The  Registrant's   Articles  of  Incorporation   and  Bylaws  provide  for
indemnification  of its officers and directors to fullest extent permitted under
Utah law with respect to any claims,  costs, losses,  judgments and amounts paid
in  settlement  resulting  from actions  against such  officers and directors in
their capacities as such.

     The Registrant's  Articles of  Incorporation  provide that the liability of
directors of the  Registrant  for  monetary  damages for any action taken or any
failure to take any action,  as a director,  is eliminated to the fullest extent
permitted by Utah law.  Utah law provides  that the  liability of a director may
not be eliminated or limited for (i) the amount of financial benefit received by
a director to which he is not entitled;  (ii) an intentional  infliction of harm
on the corporation or its stockholders;  (iii) a violation of Section 16-10a-842
of the Revised Act which prohibits  unlawful  distributions  by a corporation to
its shareholders; or (iv) an intentional violation of criminal law.

     The Company  maintains  insurance from commercial  carriers against certain
liabilities which may be incurred by its directors and officers.


Item 7.  Exemption from Registration Claimed.

     Not applicable.


Item 8.  Exhibits.

     See the Exhibit Index on page 7.


Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made
     of the securities  registered  hereby, a  post-effective  amendment to this
     Registration Statement:

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

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective date of this  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 this Registration Statement;

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not previously  disclosed in this  Registration
          Statement  or  any  material  change  to  such   information  in  this
          Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the Registration  Statement is on Form S-3 or Form S-8, and the information
     required to be included in a  post-effective  amendment by those paragraphs
     is  contained  in  periodic  reports  filed by the  Registrant  pursuant to
     Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the Registration Statement.
<PAGE>

          (2) 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.

          (3) 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.

     (b) 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  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.

     (c) Insofar as indemnification for 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.

<PAGE>


                            SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
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 the City of South Jordan, State of Utah, on July 31, 1996.

                              MERIT MEDICAL SYSTEMS, INC.


                              By /s/ Kent W. Stanger
                                   Kent W. Stanger
                                   Chief Financial Officer

                        POWER OF ATTORNEY

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the dates  indicated.  Each person  whose  signature  to this
Registration  Statement  appears below hereby  constitutes  and appoints Fred P.
Lampropoulos  and Kent W.  Stanger,  and each of  them,  as his true and  lawful
attorney-in-fact  and  agent,  with full power of  substitution,  to sign on his
behalf  individually  and in the  capacity  stated below and to perform any acts
necessary  to be done  in  order  to  file  all  amendments  and  post-effective
amendments  to this  Registration  Statement,  and any  and all  instruments  or
documents filed as part of or in connection with this Registration  Statement or
the  amendments  thereto  and each of the  undersigned  does  hereby  ratify and
confirm all that said  attorney-in-fact and agent, or his substitutes,  shall do
or cause to be done by virtue hereof.

        Signature                         Title                       Date



/s/ Fred P. Lampropoulos       President, Chief Executive Officer  July 31, 1996
Fred P. Lampropoulos           and Director (principal executive
                               officer)


/s/ Kent W. Stanger            Chief Financial Officer, Secretary, July 31, 1996
Kent W. Stanger                Treasurer and Director (principal
                               financial and accounting officer)


/s/ Richard W. Edelman         Director                            July 31, 1996
Richard W. Edelman


/s/ Rex C. Bean                Director                            July 31, 1996
Rex C. Bean


/s/ James J. Ellis             Director                            July 31, 1996
James J. Ellis


/s/ Michael E. Stillabower, M.D.  Director                         July 31, 1996
Michael E. Stillabower, M.D.

<PAGE>


                   MERIT MEDICAL SYSTEMS, INC.

                          EXHIBIT INDEX


 Regulation S-K                                                     Sequential
  Exhibit No.           Description                                   Page No.
- ----------------       ------------------------------------       ------------

4.1*                   Articles of Incorporation of the Registrant,
                       as  amended  (Incorporated  by Reference to 
                       Exhibit 3 of the  Company's  Quarterly  Report
                       on Form 10-Q for the quarter ended June 30, 1996).

4.2*                   Bylaws of the  Registrant (Incorporated by 
                       Reference  to  Exhibit  3.2 of the Company's 
                       Registration Statement on Form S-18 filed 
                       October 19, 1989).

5                      Opinion of Kimball, Parr, Waddoups, Brown & Gee, 
                       a professional corporation,  as to the legality 
                       of the securities offered.

23.1                   Consent of Deloitte & Touche LLP, independent 
                       auditors.

23.2                   Consent of Kimball, Parr, Waddoups, Brown & Gee 
                       (included in Exhibit No. 5).

24                     Powers of Attorney (included on page 6 hereof).



- ---------------------------------
* Incorporated by reference
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20363}]
{"company-data": {"conformed-name": "MERIT MEDICAL SYSTEMS INC", "cik": "0000856982", "assigned-sic": "3841", "irs-number": "870447695", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10509", "film-number": "96618258"}, "business-address": {"street1": "1600 WEST MERIT PARK WAY", "city": "SOUTH JORDAN", "state": "UT", "zip": "84095", "phone": "8012531600"}, "mail-address": {"street1": "1600 WEST MERIT PARKWAY", "city": "SOUTH JORDAN", "state": "UT", "zip": "84095"}}
As filed with the Securities and Exchange Commission on August 20, 1996
                                      Registration No. 333-

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                       --------------------

                             FORM S-8
                      REGISTRATION STATEMENT
                            Under the
                      Securities Act of 1933
                       --------------------

                   MERIT MEDICAL SYSTEMS, INC.
      (Exact name of registrant as specified in its charter)

               Utah                                  87-0447695
 (State or other jurisdiction of                  (I.R.S. Employer
  incorporation or organization)                   Identification No.)

                       --------------------

                     1600 West Merit Parkway
                    South Jordan, Utah  84095
             (Address of Principal Executive Offices,
                       including Zip Code)

                   MERIT MEDICAL SYSTEMS, INC.
                1996 EMPLOYEE STOCK PURCHASE PLAN
                     (Full title of the plan)

     KENT W. STANGER                                   Copy to: 
  Chief Financial Officer                          RICHARD G. BROWN 
  Merit Medical Systems, Inc.             Kimball, Parr, Waddoups, Brown & Gee
    1600 West Merit Parkway                 185 South State Street, Suite 1300
    South Jordan, Utah  84095                 Salt Lake City, Utah 84111
         (801) 253-1600                             (801) 532-7840
  (Name, address and telephone
    number, including area code,
       of agent for service)

                       --------------------

                 CALCULATION OF REGISTRATION FEE
Proposed            Proposed
                                                          Maximum             Maximum 
                                       Amount to be    Offering Price        Aggregate              Amount of 
Title of Securities to be Registered    Registered      per Share(1)     Offering Price(1)    Registration Fee(1)

Common Stock, no par value            250,000 shares       $7.69            $1,922,500               $663
(1)  Pursuant to Rules  457(h)(1)  and  457(c),  the  offering  price per share,
     aggregate  offering price and registration fee are computed on the basis of
     the  average  of the high and low sales  prices as  reported  on the NASDAQ
     Stock Market (National Market System) on August 16, 1996.
PART I

       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

     *    Information  required by Part I to be contained  in the Section  10(a)
          prospectus is omitted from this  Registration  Statement in accordance
          with  Rule 428 under  the  Securities  Act of 1933,  as  amended  (the
          "Securities Act"), and the Note to Part I of Form S-8.

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents  filed  by  Merit  Medical  Systems,   Inc.  (the
"Registrant")   with  the   Securities   and  Exchange   Commission  are  hereby
incorporated by reference in this Registration Statement:

     (1) The Registrant's Annual Report on Form 10-K for the year ended December
31, 1995.

     (2) The  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 1996.

     (3) The  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
June 30, 1996.

     (4)  The  description  of the  Registrant's  Common  Stock,  no par  value,
contained in the Registrant's Registration Statement on Form 8-A filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),  including any
amendment  or report  filed under the  Exchange  Act for the purpose of updating
such description.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, 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 a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated  by  reference  herein  shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement  contained  herein
(or in any other  subsequently  filed  document  which also is  incorporated  by
reference  herein)  modifies or  supersedes  such  statement.  Any  statement so
modified or superseded shall not be deemed to constitute a part hereof except as
so modified or superseded.

     The financial  statements  incorporated  by reference in this  Registration
Statement  from the  Registrant's  Annual Report on Form 10-K for the year ended
December  31,  1995 have been  audited  by  Deloitte & Touche  LLP,  independent
auditors,  as stated in their report, which is incorporated herein by reference,
and have been so  incorporated  in  reliance  upon the report of such firm given
upon their authority as experts in accounting and auditing.

Item 4.  Description of Securities.

     Not applicable.
Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 16-10a-902 ("Section 902") of the Utah Revised Business Corporation
Act (the "Revised Act") provides that a corporation may indemnify any individual
who was, is, or is  threatened  to be made a named  defendant or  respondent  (a
"Party") in any  threatened,  pending or completed  action,  suit or proceeding,
whether civil,  criminal,  administrative or investigative and whether formal or
informal (a "Proceeding"), because he is or was a director of the corporation or
is or was  serving at its  request as a  director,  officer,  partner,  trustee,
employee,  fiduciary  or agent of another  corporation  or other person or of an
employee  benefit  plan (an  "Indemnified  Director"),  against  any  obligation
incurred  with respect to a  Proceeding,  including  any  judgment,  settlement,
penalty,  fine or reasonable expenses (including  attorneys' fees),  incurred in
the Proceeding if his conduct was in good faith, he reasonably believed that his
conduct was in, or not opposed to, the best interests of the  corporation,  and,
in the case of any criminal  Proceeding,  he had no reasonable  cause to believe
his conduct was unlawful;  except that (i) indemnification  under Section 902 in
connection  with  Proceeding by or in the right of the corporation is limited to
payment  of  reasonable  expenses   (including   attorneys'  fees)  incurred  in
connection  with the  proceeding  and (ii) the  corporation  may not indemnify a
director in connection  with a Proceeding by or in the right of the  corporation
in which the director was adjudged liable to the  corporation,  or in connection
with any  other  Proceeding  charging  that the  director  derived  an  improper
personal benefit,  whether or not involving action in his official capacity,  in
which Proceeding he was adjudged liable on the basis that he derived an improper
personal benefit.

     Section 16-10a-903 ("Section 903") of the Revised Act provides that, unless
limited by its  articles  of  incorporation,  a  corporation  shall  indemnify a
director who was 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 was a Party  because  he is or was a  director  of the  corporation,
against  reasonable  expenses  (including  attorneys'  fees)  incurred by him in
connection  with the  Proceeding  or  claim  with  respect  to which he has been
successful.

     In  addition  to the  indemnification  provided  by  Sections  902 and 903,
Section  16-10a-905  ("Section  905") of the Revised Act provides  that,  unless
otherwise limited by a corporation's  articles of incorporation,  a director may
apply for  indemnification  to the court conducting the Proceeding or to another
court of competent  jurisdiction.  On receipt of an application and after giving
any  notice the court  considers  necessary,  (i) the court may order  mandatory
indemnification  under Section 903, in which case the court shall also order the
corporation to pay the director's  reasonable  expenses to obtain  court-ordered
indemnification,  or (ii) upon the court's  determination  that the  director is
fairly and reasonably  entitled to  indemnification  in view of all the relevant
circumstances and regardless of whether the director met the applicable standard
of conduct set forth in Section 902, the court may order  indemnification as the
court  determines  to be proper,  except that  indemnification  with  respect to
certain  Proceedings  resulting  in a director  being  found  liable for certain
actions against the corporation may be limited to reasonable expenses (including
attorneys' fees) incurred by the director.

     The Revised Act provides  that a  corporation  may pay for or reimburse the
reasonable expenses (including  attorneys' fees) incurred by a director who is a
Party to a Proceeding in advance of the final  disposition  of the Proceeding if
(i) the director  furnishes the  corporation a written  affirmation  of his good
faith  belief that he has met the  applicable  standard of conduct  described in
Section  902,  (ii)  the  director   furnishes  to  the  corporation  a  written
undertaking, executed personally or in his behalf, to repay the advance if it is
ultimately determined that he did not meet the required standard of conduct, and
(iii) a  determination  is made that the facts  then  known to those  making the
determination would not preclude indemnification under Section 904.

     Unless a corporation's articles of incorporation provide otherwise,  (i) an
officer of the  corporation  is entitled  to  mandatory  indemnification  and is
entitled to apply for court  ordered  indemnification,  in each case to the same
extent as a director, (ii) the corporation may indemnify and advance expenses to
an officer,  employee,  fiduciary or agent of the corporation to the same extent
as a director,  and (iii) a corporation may also indemnify and advance  expenses
to an officer,  employee,  fiduciary or agent who is not a director to a greater
extent  than  the  right  of  indemnification   granted  to  directors,  if  not
inconsistent  with  public  policy,  and if  provided  for by  its  articles  of
incorporation,  bylaws,  general or specific action of its board of directors or
contract.

     The  Registrant's   Articles  of  Incorporation   and  Bylaws  provide  for
indemnification  of its officers and directors to fullest extent permitted under
Utah law with respect to any claims,  costs, losses,  judgments and amounts paid
in  settlement  resulting  from actions  against such  officers and directors in
their capacities as such.

     The Registrant's  Articles of  Incorporation  provide that the liability of
directors of the  Registrant  for  monetary  damages for any action taken or any
failure to take any action,  as a director,  is eliminated to the fullest extent
permitted by Utah law.  Utah law provides  that the  liability of a director may
not be eliminated or limited for (i) the amount of financial benefit received by
a director to which he is not entitled;  (ii) an intentional  infliction of harm
on the corporation or its stockholders;  (iii) a violation of Section 16-10a-842
of the Revised Act which prohibits  unlawful  distributions  by a corporation to
its shareholders; or (iv) an intentional violation of criminal law.

     The Company  maintains  insurance from commercial  carriers against certain
liabilities which may be incurred by its directors and officers.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     See the Exhibit Index on page 7.

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made
     of the securities  registered  hereby, a  post-effective  amendment to this
     Registration Statement:

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

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective date of this  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 this Registration Statement;

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not previously  disclosed in this  Registration
          Statement  or  any  material  change  to  such   information  in  this
          Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the Registration  Statement is on Form S-3 or Form S-8, and the information
     required to be included in a  post-effective  amendment by those paragraphs
     is  contained  in  periodic  reports  filed by the  Registrant  pursuant to
     Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the Registration Statement.
(2) 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.

          (3) 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.

     (b) 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  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.

     (c) Insofar as indemnification for 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
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 the City of South Jordan, State of Utah, on July 31, 1996.

                              MERIT MEDICAL SYSTEMS, INC.

                              By /s/ Kent W. Stanger
                                   Kent W. Stanger
                                   Chief Financial Officer

                        POWER OF ATTORNEY

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the dates  indicated.  Each person  whose  signature  to this
Registration  Statement  appears below hereby  constitutes  and appoints Fred P.
Lampropoulos  and Kent W.  Stanger,  and each of  them,  as his true and  lawful
attorney-in-fact  and  agent,  with full power of  substitution,  to sign on his
behalf  individually  and in the  capacity  stated below and to perform any acts
necessary  to be done  in  order  to  file  all  amendments  and  post-effective
amendments  to this  Registration  Statement,  and any  and all  instruments  or
documents filed as part of or in connection with this Registration  Statement or
the  amendments  thereto  and each of the  undersigned  does  hereby  ratify and
confirm all that said  attorney-in-fact and agent, or his substitutes,  shall do
or cause to be done by virtue hereof.

        Signature                         Title                       Date

/s/ Fred P. Lampropoulos       President, Chief Executive Officer  July 31, 1996
Fred P. Lampropoulos           and Director (principal executive
                               officer)

/s/ Kent W. Stanger            Chief Financial Officer, Secretary, July 31, 1996
Kent W. Stanger                Treasurer and Director (principal
                               financial and accounting officer)

/s/ Richard W. Edelman         Director                            July 31, 1996
Richard W. Edelman

/s/ Rex C. Bean                Director                            July 31, 1996
Rex C. Bean

/s/ James J. Ellis             Director                            July 31, 1996
James J. Ellis

/s/ Michael E. Stillabower, M.D.  Director                         July 31, 1996
Michael E. Stillabower, M.D.
MERIT MEDICAL SYSTEMS, INC.

                          EXHIBIT INDEX

 Regulation S-K                                                     Sequential
  Exhibit No.           Description                                   Page No.
- ----------------       ------------------------------------       ------------

4.1*                   Articles of Incorporation of the Registrant,
                       as  amended  (Incorporated  by Reference to 
                       Exhibit 3 of the  Company's  Quarterly  Report
                       on Form 10-Q for the quarter ended June 30, 1996).

4.2*                   Bylaws of the  Registrant (Incorporated by 
                       Reference  to  Exhibit  3.2 of the Company's 
                       Registration Statement on Form S-18 filed 
                       October 19, 1989).

5                      Opinion of Kimball, Parr, Waddoups, Brown & Gee, 
                       a professional corporation,  as to the legality 
                       of the securities offered.

23.1                   Consent of Deloitte & Touche LLP, independent 
                       auditors.

23.2                   Consent of Kimball, Parr, Waddoups, Brown & Gee 
                       (included in Exhibit No. 5).

24                     Powers of Attorney (included on page 6 hereof).

- ---------------------------------
* Incorporated by reference