12
                                    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 3, 1998

   ( )   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)


10300 49th Street North, Clearwater, Florida           33762
---------------------------------------------   -------------------
 (Address of principal executive offices)            (Zip Code)


Registrant's telephone number, including area code......(813)561-2100


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 5, 1998
-------------------------              ----------------------------------
Common Stock, $.001 par value                     14,201,262



<PAGE>





                              MAXXIM MEDICAL, INC.


                                      INDEX


PART I.           Financial Information                                 Page No.


            Item 1.  Condensed Consolidated Balance Sheets as of
                      May 3, 1998 and November 2, 1997                         2


                     Condensed Consolidated Statements of Operations
                      for the Three Months  and Six Months Ended
                      May 3, 1998 and May 4, 1997                              3


                     Condensed Consolidated Statements of Cash Flows
                      for the Six Months Ended May 3, 1998 and
                      May 4, 1997                                              4


                     Notes to Condensed Consolidated Financial
                      Statements                                               5


            Item 2.  Management's Discussion and Analysis of Results
                       of Operations and Financial Condition                   9

            Item 3.  Quantitative and Qualitative Disclosures About 
                       Market Risk                                            10

PART II.    Other Information

            Item 4.  Submission of Matters to a Vote of Security Holders      11

            Item 5.  Other Information                                        11

            Item 6.  Exhibits and Reports                                     12

Signatures                                                                    13


<PAGE>


PART I.     FINANCIAL INFORMATION
            ITEM 1. FINANCIAL STATEMENTS

                    MAXXIM MEDICAL, INC. AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                (In thousands)
<TABLE>
<CAPTION>

                                                     May 3,      November 2,
                                                      1998          1997
                                                   -----------   -----------
                                                   (Unaudited)
            ASSETS
<S>                                               <C>            <C>
Current assets:
  Cash and cash equivalents                        $   28,529    $    3,130
  Accounts receivable, net of allowances of
  $2,585 and $3,181, respectively                      69,561        77,209
  Inventory, net                                       74,809        83,184
  Prepaid expenses, deferred taxes and other            9,353        11,000
                                                   -----------   -----------
           Total current assets                       182,252       174,523

Property and equipment                                128,444       122,938
  Less: accumulated depreciation                      (35,810)      (31,384)
                                                   -----------   -----------
                                                       92,634        91,554

Goodwill and other intangibles, net                   145,682       150,234
Deferred taxes and other assets, net                    6,471         7,735
                                                   -----------   -----------
            Total assets                           $  427,039    $  424,046
                                                   ===========   ===========

            LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Current maturities of long-term debt             $        -    $   12,750
  Accounts payable                                     33,373        32,194
  Accrued liabilities                                  23,191        26,631
  Other short-term obligations                          2,731         3,133
                                                   -----------   -----------
            Total current liabilities                  59,295        74,708

Long-term debt, net of current maturities                   -        78,550
10 1/2% Senior subordinated notes                     100,000       100,000
6 3/4% Convertible subordinated debentures                  -        23,352
Other long-term obligations, net of current
 maturities                                             1,769         3,300
Deferred taxes                                          7,224         6,208
                                                   -----------   -----------
            Total liabilities                         168,288       286,118

Commitments and contingencies
Shareholders' equity
  Preferred Stock, $1.00 par, 20,000,000 shares
   authorized, none issued or outstanding                   -             -
  Common Stock, $.001 par, 40,000,000 shares 
   authorized, 14,200,762 and 8,871,355 shares
   issued and outstanding,respectively                     14             9
  Additional paid-in capital                          217,908       103,872
  Retained earnings                                    53,720        45,250
  Subscriptions receivable                             (5,200)       (5,200)
  Cumulative translation adjustment                    (7,691)       (6,003)
                                                   -----------   -----------
            Total shareholders' equity                258,751       137,928
                                                   -----------   -----------
            Total liabilities and shareholders'
             equity                                $  427,039    $  424,046
                                                   ===========   ===========
</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 3,       May 4,         May 3,        May 4,
                               1998         1997           1998          1997
                            -----------  ----------     ----------   ----------
<S>                         <C>          <C>            <C>          <C>      
Net sales                   $  132,958   $ 136,042      $ 260,961    $ 269,443
Cost of sales                   98,216     102,603        193,158      203,768
                            -----------  ----------     ----------   ----------
Gross profit                    34,742      33,439         67,803       65,675
Operating expenses              23,283      23,040         45,617       45,557
                            -----------  ----------     ----------   ----------
Income from operations          11,459      10,399         22,186       20,118
Interest expense                (3,581)     (5,641)        (7,914)     (11,182)
Other income, net                  301          96            465        1,895
                            -----------  ----------     ----------   ----------
Income before income taxes       8,179       4,854         14,737       10,831
Income taxes                     3,460       2,137          6,267        4,655
                            -----------  ----------     ----------   ----------
Net income                  $    4,719   $   2,717      $   8,470    $   6,176
                            ===========  ==========     ==========   ==========
Basic earnings per share    $     0.38   $    0.33      $    0.76    $    0.76
                            ===========  ==========     ==========   ==========
Diluted earnings per share  $     0.37   $    0.31      $    0.74    $    0.70
                            ===========  ==========     ==========   ==========
Basic weighted average  
  shares outstanding            12,429       8,131         11,111        8,131
                            ===========  ==========     ==========   ==========
Diluted weighted average 
  shares outstanding            12,836       9,866         11,668        9,851
                            ===========  ==========     ==========   ==========
</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)

<TABLE>
<CAPTION>

                                                         Six Months Ended
                                                    ---------------------------
                                                       May 3,          May 4,
                                                       1998            1997
                                                    ------------    -----------
Cash flows from operating activities:
<S>                                                 <C>             <C>       
  Net income                                        $     8,470     $    6,176
  Adjustment to reconcile net income to net cash
   provided by operating activities:
   Deferred income tax expense                            2,637              -
   Depreciation and amortization                          9,542          9,254
   Gain on sale of investment in equity securities            -         (1,510)
   Change in operating assets and liabilities            10,061          4,769
                                                    ------------    -----------
Net cash provided by operations                          30,710         18,689

Cash flows from investing activities:
  Proceeds from sale of long-term investment              1,500              -
  Proceeds from sale of buildings                         1,200            450
  Proceeds from available-for-sale securities                 -          3,130
  Purchase of property and equipment                     (8,703)        (4,198)
                                                    ------------    -----------
Net cash used in investing activities                    (6,003)          (618)

Cash flows from financing activities:
  Proceeds from secondary stock offering, 
   net of offering costs                                 91,394              -
  Payments on term loan                                 (81,000)        (3,000)
  Payments on revolver, net of borrowings               (10,300)        (4,690)
  Decrease in other obligations                          (2,315)        (3,276)
  Increase (decrease) in bank overdraft                   2,827         (4,317)
  Other, net                                                160              -
                                                    ------------    -----------
Net cash provided by (used in) financing activities         766        (15,283)

Effect of foreign currency translation adjustment           (74)          (372)
                                                    ------------    -----------
Net increase in cash and cash equivalents                25,399          2,416
Cash and cash equivalents at beginning of period          3,130          5,950
                                                    ------------    -----------
Cash and cash equivalents at end of period          $    28,529     $    8,366
                                                    ============    ===========
                                                    
Supplemental cash flow disclosures:
  Interest paid during the period                   $     8,139     $   11,459
  Income taxes paid during the period                     1,312          3,148
   Noncash investing and financing activities
    Conversion of 63/4% convertible subordinated   
     debentures                                          22,278              -
    Conversion of long-term note investment into  
     stock investment                                     4,000              -
    Note received from the sale of building                   -            350
</TABLE>

    See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>

                    MAXXIM MEDICAL, INC. AND SUBSIDIARIES

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (Unaudited)


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 2,
1997,  included in the Company's  Annual Report on Form 10-K/A as filed with the
Securities and Exchange Commission.

      Certain  reclassifications  have been made to the  fiscal  1997  condensed
consolidated financial statements to conform with the fiscal 1998 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  1998,  the year end date will be
November 1 compared  to a 1997 year end date of  November  2.  Fiscal  1998 will
consist of 52 weeks.  The second  quarter of fiscal 1998 ended on May 3 compared
to the fiscal 1997 second quarter end date of May 4.

      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.

      Statement of Financial Accounting Standards No. 128, "Earnings per Share",
specifies new measurement, presentation and disclosure requirements for earnings
per share and is required to be applied retroactively upon initial adoption. The
Company has adopted SFAS No. 128 effective with the release of February 1, 1998,
earnings  data, and  accordingly,  has restated  herein all previously  reported
earnings  per share  data.  Basic  earnings  per share is based on the  weighted
average shares  outstanding  without any dilutive  effects  considered.  Diluted
earnings per share  reflects  dilution from all  contingently  issuable  shares,
including  options and convertible  debt. A reconciliation  of such earnings per
share data is as follows:


                                       5
<PAGE>


                    MAXXIM MEDICAL, INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                 (Unaudited)

<TABLE>
<CAPTION>

                     Three Months Ended May       Six Months Ended May
                            3, 1998                      3, 1998
                    -------------------------    ------------------------
                                       Per                         Per
                                      Share                       Share
                    Income   Shares  Amounts     Income  Shares  Amounts
                    -------- ------- --------    ------- ------- --------

<S>                 <C>     <C>      <C>         <C>      <C>     <C>
Basic EPS
Net Income          $ 4,719  12,429  $  0.38     $ 8,470  11,111  $  0.76
                                     =======                      =======

Effect of dilutive
securities
Convertible Debt                                     107     182
Options                         407                          375
                    -------  ------              ------- -------
Diluted EPS         $ 4,719  12,836  $  0.37     $ 8,577  11,668  $  0.74
                    =======  ======  =======     ======= =======  =======



                     Three Months Ended May       Six Months Ended May
                            4, 1997                      4, 1997
                    -------------------------    ------------------------
                                       Per                         Per
                                      Share                       Share
                    Income   Shares  Amounts     Income  Shares  Amounts
                    -------  ------- --------    ------- ------- --------

Basic EPS
Net Income          $ 2,717   8,131  $  0.33     $ 6,176   8,131  $  0.76
                                     =======                      =======

Effect of dilutive
securities
Convertible Debt        341   1,597                  682   1,597
Options                         138                          123
                    -------- -------             ------- -------
Diluted EPS         $ 3,058   9,866  $  0.31     $ 6,858   9,851  $ 0.70
                    =======  ======  =======     =======  ======  ======
</TABLE>

      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 amount  reflected  as  inventory  as of May 3, 1998,  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 3, 1998, and November 2, 1997, included the following:

<TABLE>
<CAPTION>
                                     May 3,     November 2,
                                     1998          1997
                                  ----------   -----------
                                        (In thousands)
               <S>                <C>          <C>       
               Raw materials      $  31,635    $   36,613
               Work in progress       7,603         7,227
               Finished goods        39,153        43,393
               Reserve               (3,582)       (4,049)
                                  ----------    ----------
                                  $  74,809    $   83,184
                                  ==========   ===========
</TABLE>

                                       6
<PAGE>


                    MAXXIM MEDICAL, INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                 (Unaudited)


      Income Taxes.

      The Company has calculated  current and deferred income tax provisions for
the periods  ended May 3, 1998,  and May 4, 1997,  based on its best estimate of
the  effective  income tax rate  expected to be  applicable  for the full fiscal
year.

      New Accounting Pronouncements

      In June1997,  the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards No. 130, Reporting  Comprehensive Income ("SFAS
130"),  which  establishes  standards for reporting and display of comprehensive
income and its  components.  The  components  of  comprehensive  income refer to
revenues,  expenses,  gains and losses that are  excluded  from net income under
current  accounting  standards,  including foreign currency  translation  items,
minimum pension liability adjustments and unrealized gains and losses on certain
investments in debt and equity securities. SFAS 130 requires that all items that
are recognized under accounting  standards as components of comprehensive income
be reported in a financial  statement  displayed in equal  prominence with other
financial  statements;  the total or other comprehensive  income for a period is
required to be transferred to a component of equity that is separately displayed
in a statement of financial  position at the end of an accounting  period.  SFAS
130 is effective for both interim and annual  periods  beginning  after December
15,  1997.  The Company  plans to adopt SFAS 130 in the first  quarter of fiscal
1999.

Note 3 - Sale of Nonoperating Assets

      In the second quarter of fiscal 1998, the Company's prior headquarters was
sold for $1,200,000.  A resulting gain of $25,000, was recorded and is reflected
in other income in the financial statements.

      In the first quarter of fiscal 1997,  the Compay  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 - 6 3/4% Convertible Subordinated Debentures

      In March 1993,  the Company issued  $28,750,000  in principal  amount of 6
3/4% Convertible  Subordinated  Debentures (the "Debentures") due March 1, 2003.
The Debentures were convertible at the option of the holder into Common Stock at
a  conversion  price  of $18 per  share  and  paid  interest  every  six  months
commencing September 1, 1993, through maturity on March 1, 2003.

      On October 3, 1997, the Company called for the redemption of  $10,000,000,
in principal  amount,  of the  Debentures  effective as of November 4, 1997 (the
"First Redemption  Date"). On the First Redemption Date, the redemption price of
104.17% of the principal  amount,  or $1,041.70 plus accrued  interest of $11.81
per $1,000 face amount of the  Debentures  was paid to the holders of Debentures
called  for  redemption  who did not  exercise  their  right  to  convert  their
Debentures  into common stock.  On November 12, 1997, the Company called for the
redemption of the remaining outstanding  Debentures effective as of December 12,
1997  (the  "Second  Redemption  Date").  On the  Second  Redemption  Date,  the
redemption price of 104.17% of the principal  amount,  or $1,041.70 plus accrued
interest  of $18.94 per $1,000 face  amount of the  Debentures,  was paid to the
holders who had not  exercised  their  right to convert  their  Debentures  into
common stock.

     As of May 3,  1998,  $28,381,000  of the  Debentures  had  converted  into
1,576,614  shares  of the  Company's  common  stock and debt  issuance  costs of
$867,000  related to these  converted  Debentures were written off to additional
paid-in capital. During the conversion, $369,000 in principal amount was paid to
Debenture holders who presented their Debentures for redemption.

                                       7
<PAGE>


                    MAXXIM MEDICAL, INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                 (Unaudited)

Note 5 - Management Stock Purchase Plan

      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  non-interest  bearing,  full  recourse  promissory
notes due May 23, 2000, from the participating  managers.  These notes have been
recorded as  subscriptions  receivable  and are  included  in the  shareholders'
equity section of the balance  sheet.  Payment of these notes is also secured by
the  pledge of the  400,000  shares  of common  stock.  Net  compensation  costs
associated with these shares was not significant.

Note 6 - Public Offering of Common Stock

      In March 1998,  the Company  completed an offering of 4,025,000  shares of
its common stock at a price to the public of $24.00 per share, including 525,000
shares pursuant to the underwriters' exercise of the overallotment option. After
deducting  offering costs and commissions,  the Company received net proceeds of
approximately $91,400,000.

Note 7 - Subsequent Events

      On May 20,  1998,  the Company  announced  its  agreement  in principle to
acquire Winfield Medical, a private  developer,  manufacturer and distributor of
medical products. Maxxim will acquire Winfield through a cash merger transaction
expected  to be  funded  with  cash on hand.  The  transaction  is  expected  to
be consumated in June 1998 and is subject to final  negotiation  and  execution
of a definitive merger agreement.


                                       8
<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:

<TABLE>
<CAPTION>
                                     Percentage of Net Sales
                         ----------------------------------------------
                           Three Months Ended        Six Months Ended
                         ----------------------   ---------------------
                           May 3,      May 4,       May 3,     May 4,
                           1998        1997         1998       1997
                         ----------  ----------   ---------  ----------
<S>                         <C>         <C>         <C>         <C>   
Net sales                   100.0%      100.0%      100.0%      100.0%
Cost of sales                73.9%       75.4%       74.0%       75.6%
                         ----------  ----------   ---------  ----------
Gross profit                 26.1%       24.6%       26.0%       24.4%
Operating expenses           17.5%       16.9%       17.5%       16.9%
                         ----------  ----------   ---------  ----------
Income from operations        8.6%        7.7%        8.5%        7.5%
Interest expense             (2.7%)      (4.1%)      (3.0%)      (4.2%)
Other income, net             0.2%        0.0%        0.2%        0.7%
                         ----------  ----------   ---------  ----------
Income before income tax      6.1%        3.6%        5.7%        4.0%
Income taxes                  2.6%        1.6%        2.4%        1.7%
                         ----------  ----------   ---------  ----------
Net income                    3.5%        2.0%        3.3%        2.3%
                         ==========  ==========   =========  ==========
</TABLE>


      Net sales - Net Sales for the second fiscal quarter of 1998 decreased 2.3%
to $132,958,000 from  $136,042,000  reported for the second quarter of 1997. Net
sales for the first six months of fiscal 1998 were $260,961,000, a 3.1% decrease
from the  $269,443,000  reported for the  comparable  period in the prior fiscal
year.  This  decrease is primarily  due to the planned  cessation of certain low
margin custom procedure trays.

      Gross profit - In the second  quarter of fiscal 1998 the  Company's  gross
profit increased to $34,742,000,  compared to $33,439,000 reported in the second
quarter of last year. The Company's  gross profit rate increased to 26.1% in the
second  quarter of fiscal 1998 from 24.6% in the second  quarter of fiscal 1997.
For the six months  ended May 3, 1998 and the six months ended May 4, 1997 gross
profit  was  $67,803,000  and  $65,675,000,  or 26.0%  and  24.4%  of net  sales
respectively.  The increase in both dollars and rate are primarily  attributable
to the improved gross profit in the Company's custom procedure trays.

      Operating  expenses  -  Operating  expenses  for the second  quarter  were
$23,283,000  or 17.5% of net sales for fiscal 1998  compared to  $23,040,000  or
16.9% of net sales for fiscal 1997.  For the first six months of fiscal 1998 and
1997 operating expenses were $45,617,000 and $45,557,000,  or 17.5% and 16.9% of
net sales,  respectively.  The increase in operating  expense as a percentage of
net sales is primarily  attributable to increases in administrative fees paid on
contracts with group purchasing  organizations and the effect of lower net sales
as discussed above.

      Income from operations - Income from operations  increased to $11,459,000,
or 8.6% of net sales, in the second quarter of fiscal 1998 from $10,399,000,  or
7.7% of net sales, in the comparable period of the prior fiscal year. This is an
increase  of 10.2%  over the prior  fiscal  period.  For the first six months of
fiscal 1998 and 1997 income from operations were $22,186,000 and $20,118,000, or
8.5% and 7.5% of net sales, respectively.


                                       9
<PAGE>

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

      Interest  expense  -  The  Company's   interest  expense   decreased  from
$5,641,000  in the second  quarter of fiscal  1997 to  $3,581,000  in the second
quarter of fiscal  1998.  For the six  months  ended May 3, 1998 and May 4, 1997
interest expense was $7,914,000 and $11,182,000,  respectively.  The decrease in
interest expense for the fiscal 1998 periods is due to the reduced debt balances
in fiscal 1998 versus fiscal 1997.

      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 six months ended
May 3, 1998 and May 4, 1997 was 42.5% and 42.9%, respectively and is higher than
the statutory 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 1998 was $4,719,000 versus $2,717,000 for fiscal 1997. Diluted
earnings  per share was $0.37  compared  to $0.31 for the same period last year.
For the six months of fiscal  1998 and 1997,  net income was  $8,470,000  versus
$6,176,000, respectively. Diluted earnings per share was $0.74 compared to $0.70
for the same period last year.

LIQUIDITY AND CAPITAL RESOURCES

      At May 3, 1998, the Company had cash and cash  equivalents of $28,529,000,
working  capital of  $122,957,000,  long-term  liabilities of  $108,993,000  and
shareholders' equity of $258,751,000. For the six months ended May 3, 1998, cash
flow from operations was favorably impacted by a reduction in operations working
capital of $10,061,000  primarily resulting from improved management of accounts
receivable and inventory.

      On October 3, 1997,  the Company  called for  redemption of $10,000,000 in
principal  amount  of its  $28,750,000  6 3/4%  Debentures  due  March 1,  2003,
effective as of November 4, 1997. On November 12, 1997,  the Company  called for
the  redemption  of the  remaining  outstanding  principal  amount of Debentures
effective as of December 12, 1997. In fiscal 1998, $22,983,000 of the Debentures
converted  into  1,276,732  shares of common  stock and debt  issuance  costs of
$705,000  related to these  converted  Debentures were written off to additional
paid-in  capital.  The balance of $369,000  was paid to  Debenture  holders upon
surrender of their certificates.

      In March 1998,  the Company  completed an offering of 4,025,000  shares of
its common stock at a price to the public of $24.00 per share, including 525,000
shares pursuant to the underwriters' exercise of the overallotment option. After
deducting  offering costs and commissions,  the Company received net proceeds of
approximately $91,400,000. The Company plans to use approximately $20,000,000 to
expand glove  production  capacity and the balance to repay certain  outstanding
bank debt.

      In the first six months of fiscal 1998, the Company repaid  $91,300,000 of
bank  debt  which  extinguished  its term  loan  and  revolver  credit  facility
balances.  As a result of debt repayments,  the Company has an unused commitment
of $75,000,000 on its revolver credit facility.

      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.

     Year 2000 Compliance

      The  Company is in the process of  remediating  certain  software  for the
impact of Year 2000 issues on its computer systems and applications.  Management
believes that such remediation  effort will not have a significant impact on the
financial results or prospects of the Company.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Not applicable to the registrant at this time.

                                       10
<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 1998  Annual  Meeting of  Shareholders  on March 12,
1998, and took the following actions:

(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:

<TABLE>
<CAPTION>
                              VOTES        VOTES
NAME                           FOR        WITHHELD

<S>                          <C>          <C>   
Kenneth W. Davidson          7,803,842    59,520
Donald R. DePriest           7,803,442    59,920
Peter G. Dorflinger          7,803,917    59,445
Martin Grabois, M.D.         7,804,017    59,345
Ernest J. Henley, Ph.D.      7,802,917    60,445
Richard O. Martin, Ph.D.     7,803,742    59,620
Henk R. Wafelman, Ing.       7,803,017    60,345
</TABLE>

(2) The shareholders approved the 1998 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 7,516,925 shares voting for the Directors'
Plan and grant,  322,887 shares voting against the Directors' Plan and grant and
23,550 shares abstaining.

(3) The  shareholders  approved the Senior  Management  Stock Purchase Plan (the
"Plan") and  subsequent  sale of 400,000  shares of common  stock of the Company
thereunder  with 7,697,883  shares voting for the Plan and sale,  140,335 shares
voting against the Plan and sale and 25,144 shares abstaining.

(4) The  shareholders  approved the  appointment of KPMG Peat Marwick LLP as the
Company's independent auditors for fiscal year 1997 with 7,843,733 shares voting
for the  appointment,  7,605 shares voting  against the  appointment  and 12,024
shares abstaining.

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 1998 Annual Meeting of Shareholders.

      Item 5.  OTHER INFORMATION

<TABLE>
<CAPTION>
                                 Restatement of Earnings Per Share Data
                               November 2,   November 3,   October 29,  October 30,  October 31,
                                 1997           1996          1995         1994*        1993
                               -----------  ------------  ------------  ----------   -----------
<S>                            <C>           <C>           <C>           <C>          <C>
As Previously Reported
Primary earnings per share      $     1.51   $     1.05    $     0.36    $    1.05    $     0.94
Fully diluted earnings per
 share                          $     1.40   $     1.01    $     0.36    $    1.00    $     0.91
As Restated for SFAS No. 128,
"Earnings per Share"
Basic earnings per share        $     1.55   $     1.08    $     0.36    $    1.05    $     0.94
Diluted earnings per share      $     1.42   $     1.02    $     0.36    $    1.01    $     0.92 
  * Primary and fully  diluted as well as basic  and  diluted  earnings  per 
    share  exclude  a $.05 and  $.04  adjustment respectively, to reflect the 
    change in accounting for income taxes.
</TABLE>

      The Company has restated  all  previous  earnings per share data to comply
with  Statement  of  Financial   Accounting  Standards  No.  128  "Earnings  per
Share,"which became effective on a retroactive basis with the issuance of
February 1, 1998 earnings data.


                                       11
<PAGE>


      Item 6.  EXHIBITS AND REPORTS
        (a)  Exhibits
              27   -  Financial Data Schedule (for SEC use only)

        (b)  Reports on Form 8-K
              None


                                       12
<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: 6/11/98                 By:   /s/ Kenneth W. Davidson
                                          Kenneth W. Davidson
                                          Chairman of the Board, President &
                                          Chief Executive Officer
                                          (principal executive officer)

Date: 6/11/98                 By:   /s/ Peter M. Graham
                                          Peter M. Graham
                                          Executive Vice President,
                                          Chief Operating Officer & Secretary
                                          (principal financial officer)

Date: 6/11/98                 By:   /s/ Alan S. Blazei
                                          Alan S. Blazei
                                          Treasurer, Vice President,
                                          & Corporate Controller
                                          (principal accounting officer)