Form 10-Q

                   SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C. 20549

   [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         SECURITIES AND EXCHANGE ACT OF 1934

         For the quarterly period ended   MAY 4, 1997

   [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
         THE SECURITIES EXCHANGE ACT OF 1934

         for the transition period from ____________ to _______________.

                              Commision File Number
                                     0-18208

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

          TEXAS                                         76-0291634
State or other jurisdiction of              (I.R.S. Employee Identification No.)
incorporation or organization)

104 INDUSTRIAL BOULEVARD, SUGAR LAND, TEXAS                    77478
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code........ (281) 240-5588

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 and Exchange Act of 1934
during the preceding 12 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 the number of shares outstanding of each of the issuer's classes of
common stock:

            Class                          Outstanding  at June 2, 1997
COMMON STOCK, $.001 PAR VALUE                       8,530,827
<PAGE>
                              MAXXIM MEDICAL, INC.

                                      INDEX

PART I.     FINANCIAL INFORMATION                                   PAGE NO.

            Item 1. Condensed Consolidated Balance Sheets as of
                     May 4, 1997 and November 3, 1996                   2

                    Condensed Consolidated Statements of Operations
                     for the Three Months and Six Months Ended
                     May 4, 1997 and May 5, 1996                        3

                    Condensed Consolidated Statements of Cash Flows
                     for the Six Months Ended May 4, 1997 and
                     May 5, 1996                                        4

                    Notes to Condensed Consolidated Financial
                     Statements                                         5

            Item 2. Management's Discussion and Analysis of Results
                     of Operations and Financial Condition              7

PART II.    OTHER INFORMATION                                           

            Item 4. Submission of Matters to a Vote of                  
                    Security Holders                                    9

            Item 6. Exhibits and Reports on Form 8-K                   10

Signatures                                                             11

                                       1
<PAGE>
PART I.  FINANCIAL INFORMATION
       ITEM 1.  FINANCIAL STATEMENTS

                     MAXXIM MEDICAL, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                May 4,     November 3,
                                                                                 1997          1996
                                                                               ---------    ---------
          ASSETS                                                              (Unaudited)
<S>                                                                            <C>          <C>      
Current assets:
  Cash and cash equivalents ................................................   $   9,543    $   8,044
  Accounts receivable, net of allowances of
      $5,122 and $4,092, respectively ......................................      85,878       86,207
  Inventory ................................................................      84,548       95,087
  Prepaid expenses, deferred taxes and other ...............................      12,098       15,386
                                                                               ---------    ---------
          Total current assets .............................................     192,067      204,724

  Property and equipment ...................................................     121,826      123,077
      Less: accumulated depreciation .......................................     (27,979)     (24,562)
                                                                               ---------    ---------
                                                                                  93,847       98,515

  Goodwill and other intangibles, net ......................................     152,342      156,046
  Deferred taxes and other assets, net .....................................       8,271        8,156
                                                                               ---------    ---------
          Total assets .....................................................   $ 446,527    $ 467,441
                                                                               =========    =========
          LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Current maturities of long-term debt .....................................   $  10,500    $   7,500
  Accounts payable .........................................................      24,213       30,084
  Accrued liabilities ......................................................      39,823       45,375
  Other short-term obligations .............................................       1,347        3,645
                                                                               ---------    ---------
          Total current liabilities ........................................      75,883       86,604

Long-term debt, net of current maturities ..................................     110,400      121,090
10 1/2% Senior subordinated notes ..........................................     100,000      100,000
6 3/4% Convertible subordinated debentures .................................      28,750       28,750
Other long-term obligations, net of current maturities .....................       1,149        1,624
Deferred taxes .............................................................       5,817        5,817
                                                                               ---------    ---------
          Total liabilities ................................................     321,999      343,885

Commitments and contingencies
Shareholders' equity
  Preferred Stock, $1.00 par, 20,000,000 shares
      authorized, none issued or outstanding ...............................        --           --   
  Common Stock, $.001 par value, 40,000,000 shares authorized, 8,130,827 and
      8,128,827 shares issued and outstanding, respectively ................           8            8
  Additional paid-in capital ...............................................      92,452       92,445
  Unrealized gain on investments - net of tax ..............................        --            259
  Retained earnings ........................................................      38,545       32,369
  Cumulative translation adjustment ........................................      (6,477)      (1,525)
                                                                               ---------    ---------
          Total shareholders' equity .......................................     124,528      123,556
                                                                               ---------    ---------
          Total liabilities and shareholders' equity .......................   $ 446,527    $ 467,441
                                                                               =========    =========
</TABLE>
     See accompanying notes to condensed consolidated financial statements

                                        2
<PAGE>
                     MAXXIM MEDICAL, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands except per share amounts)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                       Three Months Ended         Six Months Ended
                                      ---------------------    ----------------------
                                        May 4,      May 5,      May 4,        May 5,
                                         1997        1996         1997         1996
                                      ---------    --------    ---------    ---------
<S>                                   <C>          <C>         <C>          <C>      
Net sales .........................   $ 136,042    $ 90,859    $ 269,443    $ 177,459
Cost of sales .....................     102,801      65,348      204,204      126,714
                                      ---------    --------    ---------    ---------
Gross profit ......................      33,241      25,511       65,239       50,745
Operating expenses ................      22,270      18,809       44,017       37,553
                                      ---------    --------    ---------    ---------
Income from operations ............      10,971       6,702       21,222       13,192
Interest expense ..................      (5,641)     (1,800)     (11,182)      (3,787)
Other income (expense), net .......        (748)       (229)         247         (399)
                                      ---------    --------    ---------    ---------
Income before taxes ...............       4,582       4,673       10,287        9,006
Income taxes ......................       1,865       1,722        4,111        3,329
                                      ---------    --------    ---------    ---------
Net income ........................   $   2,717    $  2,951    $   6,176    $   5,677
                                      =========    ========    =========    =========
Primary earnings per share ........   $    0.33    $   0.35    $    0.75    $    0.68
                                      =========    ========    =========    =========
Fully diluted earnings per share ..   $    0.31    $   0.33    $    0.69    $    0.64
                                      =========    ========    =========    =========
Weighted average shares outstanding       8,269       8,339        8,253        8,318
                                      =========    ========    =========    =========
</TABLE>
     See accompanying notes to condensed consolidated financial statements.

                                        3
<PAGE>
                     MAXXIM MEDICAL, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited, In thousands)

                                                             Six Months Ended
                                                            -------------------
                                                             May 4,     May 5,
                                                              1997       1996
                                                            --------    -------
Cash flows from operating activities:
  Net income .............................................  $  6,176    $ 5,677
  Adjustment to reconcile net income to net
     cash provided by operations:
        Depreciation and amortization ....................     9,254      6,969
        Gain on sale of investment in equity securities ..    (1,510)      --
        Change in operating assets and liabilities .......     4,922     (5,210)
                                                            --------    -------
Net cash provided by operations ..........................    18,842      7,436

Cash flows from investing activities
  Purchase of property and equipment .....................    (4,198)    (6,164)
  Proceeds from the sale of Henley Assets ................      --        6,000
  Payment of accrued fees and expenses related
    to the acquisition of Sterile Concepts ...............    (2,523)      --
  Proceeds from sale of investment in equity securities ..     3,130       --
  Proceeds from sale of building .........................       450       --
                                                            --------    -------
Net cash provided by (used in) investing activities ......    (3,141)      (164)

Cash flows from financing activities
  Decrease in negative book cash balance .................    (3,367)      (293)
  Payments on long-term debt--net ........................   (10,463)    (8,330)
  Other financing activities .............................      --        1,379
                                                            --------    -------
Net cash used in financing activities ....................   (13,830)    (7,244)

Effect of foreign currency translation adjustment ........      (372)       (43)
                                                            --------    -------
Net increase (decrease) in cash and cash equivalents .....     1,499        (15)
Cash and cash equivalents at beginning of period .........     8,044      5,074
                                                            --------    -------
Cash and cash equivalents at end of period ...............  $  9,543    $ 5,059
                                                            ========    =======
Supplemental disclosure on non-cash investing activities:
  Note received from the sale of building ................  $    350    $  --
                                                            ========    =======
  Convertible note received from the sale of Henley assets  $   --      $ 7,000
                                                            ========    =======

     See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>
                MAXXIM MEDICAL, INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 Note 1 - Basis of Presentation

      The accompanying condensed consolidated financial statements include the
accounts of Maxxim Medical, Inc. and its wholly owned subsidiaries
(collectively, the Company). The Company develops, manufactures and markets
specialty hospital products.

      The accompanying unaudited condensed consolidated financial statements
reflect all adjustments of a normal recurring nature which, in the opinion of
management, are necessary for a fair presentation of the results for the interim
periods presented. All significant intercompany balances and transactions have
been eliminated in consolidation.

      These financial statements should be read in conjunction with the
Company's annual audited financial statements for the year ended November 3,
1996, included in the Company's Annual Report on Form 10-K as filed with the
Securities and Exchange Commission.

      Certain reclassifications have been made to the fiscal 1996 condensed
consolidated financial statements to conform with the fiscal 1997 presentation.

Note 2 - Summary of Significant Accounting Policies

      Fiscal Year.

      Commencing in fiscal year 1994 the Company implemented a fiscal year which
ends on the Sunday nearest to the end of the month of October. Normally each
fiscal year will consist of 52 weeks, but every five or six years, the fiscal
year will consist of 53 weeks. For fiscal 1997 the year end date will be
November 2 compared to a 1996 year end date of November 3. Fiscal 1997 will
consist of 52 weeks. The second quarter of fiscal 1997 ended on May 4 compared
to the fiscal 1996 second quarter end date of May 5.

      Translation of Foreign Currency Financial Statements.

      Assets and liabilities of foreign subsidiaries have been translated into
United States dollars at the applicable rates of exchange in effect at the end
of the period reported. Revenues and expenses have been translated at the
applicable weighted average rates of exchange in effect during the period
reported. Translation adjustments are reflected as a separate component of
stockholders' equity.

      Earnings Per Share.

      Earnings per share is based on the weighted average number of common
shares and common stock equivalents outstanding for the period. For purposes of
this calculation, outstanding stock options are considered common stock
equivalents using the treasury stock method. On a fully diluted basis, both net
income available to common shareholders and shares outstanding are adjusted to
assume the conversion of the 6 3/4% Convertible Subordinated Debentures from the
date of issue.

                                       5
<PAGE>
                      MAXXIM MEDICAL, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

      Estimates Involved in Preparing the Condensed Consolidated Financial
Statements.

      The Company's interim financial statements are prepared in accordance with
the same accounting policies as those followed at year end. Certain items in the
financial statements can be determined on an interim basis only by making
accounting estimates. The accuracy of such amounts is dependent upon facts that
will exist and procedures that will be accomplished by the Company later in the
year. Certain of the significant accounting estimates related to the
accompanying statements are stated below.

Inventories -

      The Company makes a physical count of portions of its inventory at or near
year end. The amount reflected as inventory as of May 4, 1997 and the related
amount for the cost of sales have been determined using the Company's normal
accounting procedures. In management's opinion, no significant adjustment would
have been required had an actual count of the inventory been made. Inventory as
of May 4, 1997 and November 3, 1996 included the following:

                                                        May4,        November 3,
                                                        1997             1996
                                                      -------          -------
                                                           (In Thousands)
Raw materials ............................            $33,333          $40,239
Work in progress .........................              8,757            8,232
Finished goods ...........................             42,456           46,616
                                                      -------          -------
                                                      $84,548          $95,087
                                                      -------          -------

Income Taxes -

      The Company has calculated current and deferred income tax provisions for
the quarters ended May 4, 1997 and May 5, 1996, based on its best estimate of
the effective income tax rate expected to be applicable for the full fiscal
year.

Note 3 - Sale of Marketable Equity Securities

      In the first quarter of fiscal 1997, the Company recorded a one-time gain
from the sale of an investment in marketable equity securities in the amount of
$1,510,000, which is reflected in other income in the financial statements.

Note 4 - Subsequent Event

      On May 23, 1997 the Company issued 400,000 shares of common stock pursuant
to a Senior Management Stock Purchase Plan at $13.00 per share, the closing
stock price on April 30, 1997. The stock was issued in exchange for an aggregate
of $5.2 million in notes from the participating managers.

                                       6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.

      The following discussion should be read in conjunction with the Condensed
Consolidated Financial Statements and related Notes appearing elsewhere in this
report.

RESULTS OF OPERATIONS

      The following table sets forth, for the periods indicated, the percentage
which selected items in the Condensed Consolidated Statements of Operations bear
to net sales:

                                             Percentage of Net Sales
                                  --------------------------------------------
                                   Three Months Ended       Six Months Ended
                                  --------------------    --------------------
                                   May 4,      May 5,      May 4,      May 5,
                                    1997        1996        1997        1996
                                  --------    --------    --------    --------
Net sales ......................     100.0%      100.0%      100.0%      100.0%
Cost of sales ..................      75.6%       71.9%       75.8%       71.4%
                                  --------    --------    --------    --------
Gross profit ...................      24.4%       28.1%       24.2%       28.6%
Operating expenses .............      16.4%       20.7%       16.3%       21.2%
                                  --------    --------    --------    --------
Income from operations .........       8.1%        7.4%        7.9%        7.4%
Interest expense ...............      (4.1%)      (2.0%)      (4.2%)      (2.1%)
Other income (expense), net ....      (0.5%)      (0.3%)       0.1%       (0.2%)
                                  --------    --------    --------    --------
Income before taxes ............       3.4%        5.1%        3.8%        5.1%
Income taxes ...................       1.4%        1.9%        1.5%        1.9%
                                  --------    --------    --------    --------
Net income .....................       2.0%        3.2%        2.3%        3.2%
                                  ========    ========    ========    ========

      NET SALES -- Net Sales for the second fiscal quarter of 1997 increased
49.7% to $136,042,000 from $90,859,000 reported for the second fiscal quarter of
1996. Net sales for the first six months of fiscal 1997 were $269,443,000, a
51.8% increase over the $177,459,000 reported for the comparable period in the
prior fiscal year. This increase is primarily due to the Sterile Concepts
acquisition which was consummated at the end of the third quarter of fiscal
1996.

      GROSS PROFIT -- In the second quarter of fiscal 1997 the Company's gross
profit increased to $33,241,000, compared to $25,511,000 reported in the second
quarter of last year. The Company's gross profit rate declined from 28.1% in the
second quarter of fiscal 1996 to 24.4% in the second quarter of fiscal 1997. For
the six months ended May 4, 1997 and the six months ended May 5, 1996 gross
profit was $65,239,000 and $50,745,000 , or 24.2% and 28.6% of net sales
respectively. The increase in dollars and the decline in rate are both
attributable to the Sterile Concepts acquisition which added significant sales
volume at lower gross margin rates compared to the Company's prior year fiscal
periods.

                                       7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION - (Continued)

      OPERATING EXPENSES -- Operating expenses for the second quarter were
$22,270,000 or 16.4% of net sales for fiscal 1997 compared to $18,809,000 or
20.7% of net sales for fiscal 1996. For the first six months of fiscal 1997 and
1996 operating expenses were $44,017,000 and $37,553,000 , or 16.3% and 21.2% of
net sales, respectively. The increase in operating expenditures was directly
attributable to the Sterile Concepts acquisition and the decrease in the
operating expense rate to sales was primarily attributable to cost savings that
resulted from combining the sales, distribution and administrative functions of
the Sterile Concepts operations with the existing operations of the Company.

      INCOME FROM OPERATIONS -- Income from operations increased to $10,971,000,
or 8.1% of net sales, in the second quarter of fiscal 1997 from $6,702,000, or
7.4% of net sales, in the comparable period of the prior fiscal year. This is an
increase of 63.7% over the prior fiscal period. For the first six months of
fiscal 1997 and 1996 income from operations were $21,222,000 and $13,192,000, or
7.9% and 7.4 % of net sales, respectively.

      INTEREST EXPENSE -- The Company's interest expense increased to $5,641,000
in the second quarter of fiscal 1997 from $1,800,000 in the second quarter of
fiscal 1996. For the six months ended May 4, 1997 and May 5, 1996 interest
expense was $11,182,000 and $3,787,000, respectively. The increase in interest
expense for the quarter is directly related to the debt incurred to finance the
Sterile Concepts acquisition.

      OTHER INCOME -- A one-time gain of $1,510,000 from the sale of investment
securities was included in other income for the first quarter of fiscal 1997.

      INCOME TAXES -- The Company's effective tax rate for the quarter and six
months ended May 4, 1997 was 40.7% and 40.0%, respectively, and is higher than
the statuatory rate primarily due to non-deductible goodwill from acquisitions.

      NET INCOME -- As a result of the foregoing, net income for the second
quarter of fiscal 1997 was $2,717,000 or $0.31 a share, fully diluted, versus
$2,951,000 or $0.33 a share, fully diluted for fiscal 1996. For the first six
months of fiscal 1997 and 1996, net income was $6,176,000 or $0.69 a share,
fully diluted, versus $5,677,000 or $0.64 a share, fully diluted, respectively.

LIQUIDITY AND CAPITAL RESOURCES

      At May 4, 1997 the Company had cash and cash equivalents of $9,543,000,
working capital of $116,184,000, long-term liabilities of $240,299,000 and
shareholders' equity of $124,528,000. For the six months ended May 4, 1997 net
cash provided by operations was $18,842,000 versus $7,436,000 provided by
operations for the six months ended May 5, 1996.

      On May 4, 1997 the outstanding balance on the term loan and revolver was
$85,500,000 and $35,400,000, respectively, resulting in $39,600,000 of
availability on the revolver at the end of the second quarter.

      The Company believes that its present cash balances together with
internally generated cash flows and borrowings under its existing credit
facility will be sufficient to meet its future working capital requirements for
the reasonably forseeable future.

                                       8
<PAGE>
PART II.  OTHER INFORMATION

      Items 1, 2, 3 and 5 for which provision is made in the applicable
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and therefore have been omitted.

      Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      The Company held its 1997 Annual Meeting of Shareholders on April 3, 1997
for the purpose of voting on the following:

(1) As set forth in the table below the following directors were elected to
serve until the next annual meeting of shareholders or until their respective
successors are elected and qualified:

NAME                       FOR                   WITHHELD

Kenneth W. Davidson        6,961,507             557,050
Donald R. DePriest         6,962,807             555,750
Peter G. Dorflinger        6,963,707             554,850
Martin Grabois, M.D.       6,961,832             556,725
Ernest J. Henley, Ph.D.    6,961,007             557,550
Richard O. Martin, Ph.D.   6,962,307             556,250
Henk R. Wafelman, Ing.     6,963,107             555,450


(2) The shareholders approved the 1997 Non-Employee Directors' Stock Option Plan
("Directors' Plan") providing for the reservation of up to 40,000 shares in
connection with the grant of options to purchase such shares to non-employee
directors, and approved the grant of options to purchase 30,000 shares to
current non-employee directors, with 4,903,028 shares voting for the Directors'
Plan and grant, 670,739 shares voting against the Directors' Plan and grant,
28,835 shares abstaining, and 1,915,955 shares not voting.

(3) The shareholders approved the 1997 Employee Stock Option Plan ("Employee
Plan") providing for the issuance of up to 500,000 shares to employees, with
4,682,609 shares voting for the Employee Plan, 846,287 shares voting against the
Employee Plan, 25,103 shares abstaining, and 1,964,558 shares not voting.

All of the foregoing are discussed in further detail in the Company's definitive
Proxy Statement and related documents filed with the Securities and Exchange
Commission in connection with the 1997 Annual Meeting of Shareholders.

                                       9
<PAGE>
ITEM 6(A)   EXHIBITS

      An asterisk below indicates an exhibit previously filed with the
Securities and Exchange Commission (the "Commission") as an exhibit to
Registrant's Registration Statement on Form S-8 filed with the Commission on May
22, 1997, and incorporated herein as indicated (Reg. No. 333- 27609). The number
in parenthesis following the description of each such exhibit is the number of
such exhibit in such Registration Statement from which such document is
incorporated by reference.

      EXHIBIT NO.             EXHIBIT TITLE
      -----------             -------------
         *4.1     --    1997 Employee Stock Option Plan (4.2)
         *4.2     --    1997 Non-Employee Director Stock Option Plan (4.5)
         *4.3     --    Senior Management Stock Purchase Plan (4.6)
          4.4     --    Termination Agreement between Registrant and Kenneth W. 
                        Davidson

                                       10
<PAGE>
                                   SIGNATURES

Pursuant to the requirements 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.

                              MAXXIM MEDICAL, INC.

Date:6/13/97                              By: /S/ KENNETH W. DAVIDSON
                                          Kenneth W. Davidson
                                          Chairman of the Board, President &
                                          Chief Executive Officer

Date:6/13/97                              By: /S/ PETER M. GRAHAM
                                          Peter M. Graham
                                          Treasurer and Chief Operating Officer
                                          (Principal Financial Officer)

                                       11