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                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D. C.  20549
                               ----------------------
                                   FORM 10-K/A-1
                   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934
                                          
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997       COMMISSION FILE NUMBER 0-9387

                                     Empi, Inc.
               (Exact name of registrant as specified in its charter)
                                          
                    MINNESOTA                          41-1310335
         (State or other jurisdiction of           (I.R.S. employer
         incorporation or organization)             identification no.)

             599 CARDIGAN ROAD
            ST. PAUL, MINNESOTA                           55126
     (Address of principal executive offices)           (Zip code)

        Registrant's telephone number, including area code  (612)  415-9000
                               ---------------------
                                          
        Securities registered pursuant to Section 12 (b) of the Act:  NONE 
                                          
           Securities registered pursuant to Section 12 (g) of the Act: 
                                          
                             NO PAR VALUE COMMON STOCK
                                  (Title of Class)
                                          
Indicate by check mark whether the registrant  (1)  has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes/x/    No   / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K is not contained herein, and will not be contained, to 
the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K. / /

The aggregate market value of the voting stock held by non-affiliates of the
registrant on March 3, 1998, was approximately $ 129,760,391.

The number of shares outstanding of the registrant's class of common stock as 
of March 3, 1998, was 7,746,889 shares of no par value common stock. 
                                          
                        DOCUMENTS INCORPORATED BY REFERENCE
                                          
Portions of the Proxy Statement for the Annual Meeting of Shareholders to be
held April 29, 1998 are incorporated by reference into Part III.


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                                      PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  (1) AND (2)  --     FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES.

     See Index to Consolidated Financial Statements and Schedules, which begins
     on Page F-1 immediately following the signature page to this report
     (previously filed). 

     (3)  --  EXHIBITS.    

     (3.1)     Restated Articles of Incorporation, as amended, have been filed
               as Exhibit 3.1 to the Company's Report on Form 10-K for the
               fiscal year ended December 31, 1996, and are included herein by
               reference pursuant to Rule 12b-32. 

     (3.2)     Bylaws together with amendment adopted June 12, 1986 have been 
               filed as Exhibit 3.2 to the Company's Report on Form 10-K for 
               the fiscal year ended December 31, 1987, and are included 
               herein by reference pursuant to Rule 12b-32. 

     (4.1)     Certificate for shares of Common Stock has been filed as Exhibit
               4.1 to the Company's Registration Statement on Form S-2,
               Registration No. 33-42568, and is incorporated herein by
               reference pursuant to Rule 12b-32. 

     (10.1)    Employment agreement with Donald D. Maurer dated May 1, 1993 has
               been filed as Exhibit 10.3 to the Company's Report on Form 10-K
               for the fiscal year ended December 31, 1993, and is incorporated
               herein by reference pursuant to Rule 12b-32.*

     (10.2)    Empi, Inc. 1987 Stock Option Plan together with forms of
               incentive and non-qualified option agreements has been filed as
               Exhibit 10.7 to the Company's Report on Form 10-K for the fiscal
               year ended December 31, 1987, and is incorporated herein by
               reference pursuant to Rule 12b-32.*

     (10.3)    Amendment to Empi, Inc. 1987 Stock Option Plan has been filed as
               Exhibit 10.8 to the Company's Report on Form 10-K for the fiscal
               year ended December 31, 1992, and is incorporated herein by
               reference pursuant to Rule 12b-32.*

     (10.4)    Amendment to Empi, Inc. 1987 Stock Option Plan dated December 
               22, 1992 has been filed as Exhibit 10.13 to the Company's 
               Report on Form 10-K for the fiscal year ended December 31, 
               1993, and is incorporated herein by reference pursuant to Rule 
               12b-32.*

     (10.5)    Amendment to Empi, Inc. 1987 Stock Option Plan dated February 9,
               1995 has been filed as Exhibit 10.16 to the Company's Report on
               Form 10-K for the fiscal year ended December 31, 1994, and is
               incorporated herein by reference pursuant Rule 12b-32.*

     (10.6)    Employment agreement with Joseph E. Laptewicz dated October 1,
               1994 has been filed as Exhibit 10  to the Company's Report on
               Form 10-Q for the quarter ended September 30, 1994, and is
               incorporated herein by reference pursuant to Rule 12b-32.*

     (10.7)    Lease dated June 14, 1996 between the Company and Cardigan
               Investments, a limited Partnership, covering office/light
               manufacturing space in St. Paul, Minnesota has been filed as
               Exhibit 10 to the Company's Report on Form 10-Q for the quarter
               ended September 30, 1996, and is included herein by reference
               pursuant to Rule 12b-32.

     (10.8)    Empi, Inc. 1997 Employee Stock Purchase Plan has been filed as
               Exhibit 10.9 to the Company's Report on Form 10-K for the fiscal
               year ended December 31, 1996, and is incorporated herein by
               reference pursuant to Rule 12b-32.* 

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ITEM 14. --    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 
               8-K - CONTINUED

     (10.9)**  Empi, Inc. 1997 Stock Option Plan together with forms of
               incentive and non-qualified option agreements.*

     (10.10)** Separation Agreement with Donald D. Maurer dated May 1, 1997.*

     (21)      A list of Subsidiaries of the Company has been filed as 
               Exhibit 21 to the Company's Report on Form 10-K for the fiscal 
               year ended December 31, 1993, and is incorporated herein by 
               reference pursuant to Rule 12b-32.

     (23)**    Consent of Independent Auditors.

     (24)**    Power of Attorney for Joseph E. Laptewicz Jr., Patrick D.
               Spangler, Donald D. Maurer, Scott R. Anderson, M. Nazie
               Eftekhari, Kenneth F. Tempero, and Everett F. Carter.  

     (27.1)    Financial Data Schedule for fiscal year ended December 31, 1997
               (Filed only in electronic format).

     (27.2)    Financial Data Schedule for fiscal years ended December 31, 
               1995 and 1996 and Quarters 1,2 and 3 of 1996 (Filed only in 
               electronic format).

     (27.3)    Financial Data Schedule for Quarters 1,2 and 3 of 1997 (Filed 
               only in electronic format).

*Management contract or compensatory plan.
**Previously filed
          
(b) REPORTS ON FORM 8-K 

    No Reports on Form 8-K were filed during the quarter ended December 31, 
    1997.

(c) EXHIBITS 

    The response to this portion of Item 14 (a) (3) is submitted as a 
    separate section of this Report (previously filed).
     
(d) FINANCIAL STATEMENT SCHEDULE

    See Index to Consolidated Financial Statements and Financial Statement 
    Schedule beginning on Page F-1 immediately following the signature page 
    of this Report (previously filed).


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                                     SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized. 

                                   EMPI, INC. 
          
          
March 31, 1998           By        /s/ Joseph E. Laptewicz, Jr.
                                   --------------------------------------
                                   Joseph E. Laptewicz Jr., President and Chief 
                                   Executive Officer; 
                                   * Attorney-in-Fact pursuant to Power of
                                   Attorney filed with Form 10-K for year ended
                                   December 31, 1997


Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated. 



March 31, 1998                     /s/ Joseph E. Laptewicz, Jr.
                                   --------------------------------------
                                   Joseph E. Laptewicz Jr., President,
                                   Chief Executive Officer and Director
                                   (Principal Executive Officer)
          
March 31, 1998                            *
                                   --------------------------------------
                                   Patrick D. Spangler, Vice President,
                                   Chief Financial Officer and Assistant
                                   Secretary (Principal Financial and
                                   Accounting Officer)
          
March 31, 1998                            *
                                   --------------------------------------
                                   Donald D. Maurer, Chairman Emeritus
          
March 31, 1998                            *
                                   --------------------------------------
                                   Scott R. Anderson, Chairman
          
March 31, 1998                            *
                                   --------------------------------------
                                   M. Nazie Eftekhari, Director
          
March 31, 1998                            *
                                   --------------------------------------
                                   Kenneth F. Tempero, Director
          
March 31, 1998       
                                   --------------------------------------
                                   Harold G. Olson, Director

March 31, 1998                            *
                                   --------------------------------------
                                   Everett F. Carter, Director