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   August 2, 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........(727) 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 September 9, 1998
---------------------------            --------------------------------------
Common Stock, $.001 par value                     14,222,802



<PAGE>





                              MAXXIM MEDICAL, INC.


                                      INDEX

<TABLE>
<CAPTION>
PART I.           Financial Information                                                 Page No.

<S>               <C>                                                                   <C>

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


                           Condensed Consolidated Statements of Operations
                              for the Three Months and Nine Months Ended
                              August 2, 1998 and August 3, 1997                                3


                           Condensed Consolidated Statements of Cash Flows
                              for the Nine Months Ended August 2, 1998 and
                              August 3, 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         11

PART II. Other Information

                  Item 5.   Other Information                                                 11

                  Item 6.  Exhibits and Reports                                               12

Signatures                                                                                    13
</TABLE>


<PAGE>


PART I.           FINANCIAL INFORMATION
                  ITEM 1. FINANCIAL STATEMENTS

                                       MAXXIM MEDICAL, INC. AND SUBSIDIARIES
                                       CONDENSED CONSOLIDATED BALANCE SHEETS
                                                  (In thousands)
<TABLE>
<CAPTION>
                                                                                August 2,              November 2,
                                                                                  1998                    1997
                                                                              --------------          --------------
<S>                                                                         <C>                       <C>
                                                                               (Unaudited)
                  ASSETS
Current assets:
   Cash and cash equivalents                                                $        12,897         $         3,130
   Accounts receivable, net of allowances of $2,229 and $3,181,respectively          65,571                  77,209
   Inventory, net                                                                    74,334                  83,184
   Prepaid expenses, deferred taxes and other                                         9,581                  11,000
                                                                             --------------          --------------

                  Total current assets                                              162,383                 174,523

Property and equipment                                                              144,148                 122,938
   Less: accumulated depreciation                                                  ( 38,225 )              ( 31,384 )
                                                                              --------------          --------------
                                                                                    105,923                  91,554

Goodwill and other intangibles, net                                                 163,087                 150,234
Other assets, net                                                                     8,848                   7,735
                                                                             --------------          --------------

                  Total assets                                              $       440,241         $       424,046
                                                                              ==============          ==============

                   LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities:
Current liabilities:
   Current maturities of long-term debt                                     $             -         $        12,750
   Accounts payable                                                                  35,073                  32,194
   Accrued liabilities                                                               24,859                  26,631
   Other short-term obligations                                                       3,134                   3,133
                                                                              -------------          --------------

                  Total current liabilities                                          63,066                  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                                7,748                   3,300
Deferred taxes                                                                        6,748                   6,208
                                                                             --------------          --------------

                  Total liabilities                                                 177,562                 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, 14,222,802
     and 8,871,355 shares issued and outstanding, respectively                           14                       9
   Additional paid-in capital                                                       218,201                 103,872
   Retained earnings                                                                 59,164                  45,250
   Subscriptions receivable                                                          (5,200)                 (5,200)
   Cumulative translation adjustment                                                 (9,500)                 (6,003)
                                                                             --------------          --------------

           Total shareholders' equity                                               262,679                 137,928
                                                                              --------------          --------------

           Total liabilities and shareholders' equity                       $       440,241         $       424,046
                                                                              ==============          ==============

     See accompanying notes to condensed consolidated financial statements.

</TABLE>
Page 2
<PAGE>



                                       MAXXIM MEDICAL, INC. AND SUBSIDIARIES
                                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                      (In thousands except per share amounts)
                                                    (Unaudited)
<TABLE>
<CAPTION>
                                                            Three Months Ended               Nine Months Ended
                                                        ---------------------------       -------------------------
                                                          August 2,      August 3,         August 2,     August 3,
                                                           1998           1997               1998          1997
                                                        ------------   ------------       -----------   -----------
<S>                                                     <C>            <C>               <C>            <C>

Net sales                                             $     128,057  $     128,654      $    389,018 $     398,097
Cost of sales                                                92,733         96,165           285,891       299,933
                                                        ------------   ------------       -----------   -----------

Gross profit                                                 35,324         32,489           103,127        98,164
Operating expenses                                           23,508         22,140            69,125        67,697
                                                        ------------   ------------       -----------   -----------

Income from operations                                       11,816         10,349            34,002        30,467
Interest expense                                            ( 2,754 )      ( 5,293 )        ( 10,668 )    ( 16,475 )
Other income, net                                               335            501               800         2,396
                                                        ------------   ------------       -----------   -----------

Income before income taxes                                    9,397          5,557            24,134        16,388
Income taxes                                                  3,953          2,365            10,220         7,020
                                                        ------------   ------------       -----------   -----------

Net income                                            $       5,444  $       3,192      $     13,914  $      9,368
                                                        ============   ============       ===========   ===========

Basic earnings per share                              $        0.38  $        0.38      $       1.15  $       1.14
                                                        ============   ============       ===========   ===========

Diluted earnings per share                            $        0.37  $        0.34      $       1.11  $       1.04
                                                        ============   ============       ===========   ===========

Basic weighted average shares outstanding                    14,209          8,448            12,144         8,236
                                                        ============   ============       ===========   ===========

Diluted weighted average shares outstanding                  14,621         10,244            12,646         9,984
                                                        ============   ============       ===========   ===========
</TABLE>

      See accompanying notes to condensed consolidated financial statements.


Page 3
<PAGE>


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

<TABLE>
<CAPTION>

                                                                                       Nine Months Ended
                                                                            ---------------------------------
                                                                               August 2,               August 3,
                                                                                  1998                   1997
                                                                           -----------------       ----------------
Cash flows from operating activities:
<S>                                                                        <C>                     <C>

  Net income                                                                $         13,914        $          9,368
  Adjustment to reconcile net income to net cash provided by
     operating activities:
     Deferred income tax expense                                                       5,314                       -
     Depreciation and amortization                                                    13,965                  13,571
     Gain on sale of investment in equity securities                                       -                  (1,510)
     Change in operating assets and liabilities                                       18,210                     143
                                                                            -----------------       ----------------
Net cash provided by operations                                                       51,403                  21,572

Cash flows from investing activities:
  Proceeds from sale of long-term investment                                           1,500                       -
  Proceeds from sale of buildings                                                      1,200                     450
  Purchase of Winfield, net of cash acquired                                         (31,267)                      -
  Proceeds from available-for-sale securities                                              -                   3,130
  Purchase of property and equipment                                                 (15,519)                 (5,486)
                                                                            -----------------       ----------------
Net cash used in investing activities                                                (44,086)                 (1,906)

Cash flows from financing activities:
  Proceeds from secondary stock offering, net of offering costs                       91,394                       -
  Payments on term loan                                                              (81,000)                 (4,500)
  Payments on revolver, net of borrowings                                            (10,300)                (13,882)
  Decrease in other obligations                                                       (1,144)                   (635)
  Increase (decrease) in bank overdraft                                                3,514                  (1,008)
  Other, net                                                                              90                    (173)
                                                                            -----------------       ----------------
Net cash provided by (used in) financing activities                                    2,554                (20,198)

Effect of foreign currency translation adjustment                                       (104)                  (588)
                                                                            -----------------       ----------------
Net increase in cash and cash equivalents                                              9,767                  (1,120)
Cash and cash equivalents at beginning of period                                       3,130                   5,950
                                                                            -----------------       ----------------
Cash and cash equivalents at end of period                                   $        12,897         $         4,830
                                                                            =================       ================

Supplemental cash flow disclosures:
  Interest paid during the period                                           $          8,254         $        18,924
  Income taxes paid during the period                                                  1,645                   5,634
    Noncash investing and financing activities
      Conversion of 6 3/4% convertible subordinated debentures                        22,278                       -
      Conversion of long-term note investment into stock investment                    4,000                       -
      Receipt of equity investment in exchange for certain assets                      2,706                       -
      Subscriptions receivable from officers for stock purchase                            -                   5,200
      Note received from the sale of building                                              -                     350

</TABLE>



      See accompanying notes to condensed consolidated financial statements.

Page 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  (amendment no. 1)
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 third quarter of fiscal 1998 ended on August 2 compared
to the fiscal 1997 third quarter end date of August 3.

         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
shareholders' 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:


Page 5
<PAGE>


                         MAXXIM MEDICAL, INC. AND SUBSIDIARIES

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

<TABLE>
<CAPTION>

                              Three Months Ended August 2, 1998         Nine Months Ended August 2, 1998
                             ------------------------------------     -------------------------------------
                                                      Per Share                                 Per Share
                               Income      Shares      Amounts          Income       Shares      Amounts
                             ----------- ----------- ------------     -----------  ----------- ------------
<S>                          <C>          <C>        <C>              <C>          <C>          <C>

Basic EPS
Net Income                      $ 5,444      14,209  $      0.38        $ 13,914       12,144  $      1.15
                                                     ============                              ============

Effect of dilutive
securities:
    Convertible Debt                                                         107          121
    Options                                     412                                       381
                             ----------- -----------                  -----------  -----------
Diluted EPS                     $ 5,444      14,621  $      0.37        $ 14,021       12,646  $      1.11
                             =========== =========== ============     ===========  =========== ============



                              Three Months Ended August 3, 1997         Nine Months Ended August 3, 1997
                             ------------------------------------     -------------------------------------
                                                      Per Share                                 Per Share
                               Income      Shares      Amounts          Income       Shares      Amounts
                             ----------- ----------- ------------     -----------  ----------- ------------

Basic EPS
Net Income                      $ 3,192       8,448  $      0.38         $ 9,368        8,236  $      1.14
                                                     ============                              ============

Effect of dilutive
securities:
    Convertible Debt                341       1,597                        1,023        1,597
    Options                                     199                                       151
                             ----------- -----------                  -----------  -----------
Diluted EPS                     $ 3,533      10,244  $      0.34        $ 10,391        9,984  $      1.04
                             =========== =========== ============     ===========  =========== ============
</TABLE>

Estimates Involved in Preparing the Condensed Consolidated Financial Statements.

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

         Inventories.

         The amount reflected as inventory as of August 2, 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 August 2, 1998, and November 2, 1997, included the following:
<TABLE>
<CAPTION>
                                        August 2,         November 2,
                                          1998                1997
                                    --------------     ---------------
                                              (In thousands)
<S>                                <C>                  <C>
          Raw materials             $      33,756       $      36,613
          Work in progress                  6,074               7,227
          Finished goods                   38,860              43,393
          Reserve                          (4,356)             (4,049)
                                    --------------     ---------------
                                    $      74,334       $      83,184
                                    ==============     ===============
</TABLE>


Page 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  August 2, 1998,  and August 3, 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 June 1997, 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.

         In June  1997,  the  FASB  issued  Statement  of  Financial  Accounting
Standards  No. 131,  "Disclosure  About  Segments of an  Enterprise  and Related
Information"  (SFAS 131) which is effective for the Company's fiscal year ending
in 1999. This statement  establishes standards for reporting segment information
in annual and interim financial  statements.  It also establishes  standards for
related  disclosure  of  products  and  services,  geographical  areas and major
customers. Under SFAS 131, reporting segments are determined consistent with the
way  management  organizes and evaluates  financial  information  internally for
making  operating  decisions  and  assessing  performance.  The  Company has not
determined  the impact of  adoption  of SFAS 131 on its  consolidated  financial
statements.

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.

Page 7
<PAGE>


                     MAXXIM MEDICAL, INC. AND SUBSIDIARIES

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



         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.

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 - Acquisition

         Effective  June 26, 1998,  the Company  purchased all of the issued and
outstanding  common  stock of  Winfield  Medical.  The  assets  acquired  in the
Winfield  acquisition  consist  primarily  of  accounts  receivable,  inventory,
furniture  and equipment and leased  manufacturing  and other  facilities in San
Diego,  California  and  Clarksburg,   West  Virginia.  Winfield  Medical  is  a
developer, manufacturer and distributor of medical products.

The  purchase  price  consisted  of  approximately  $31,267,000  in cash and the
assumption  of  approximately  $5,300,000  of  capital  lease  obligations.  The
acquisition  has been  accounted for as a purchase  with the purchase  price and
direct  acquisition  costs  allocated based on fair value of assets acquired and
liabilities  assumed.  Goodwill of  approximately  $20,600,000  was  recorded in
connection with this transaction.




Page 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                   Nine Months Ended
                                     ---------------------------         --------------------------
                                       August 2,        August 3,          August 2,        August 3,
                                         1998              1997              1998             1997
                                     --------------    -------------      ------------    --------------
<S>                                 <C>                <C>                <C>             <C>

Net sales                                   100.0%           100.0%            100.0%            100.0%
Cost of sales                                72.4%            74.7%             73.5%             75.3%
                                     --------------    -------------      ------------    --------------
Gross profit                                 27.6%            25.3%             26.5%             24.7%
Operating expenses                           18.4%            17.2%             17.8%             17.0%
                                     --------------    -------------      ------------    --------------
Income from operations                        9.2%             8.1%              8.7%              7.7%
Interest expense                             (2.2%)           (4.1%)            (2.7%)            (4.1%)
Other income, net                             0.3%             0.4%              0.2%              0.6%
                                     --------------    -------------      ------------    --------------
Income before income taxes                    7.3%             4.4%              6.2%              4.2%
Income taxes                                  3.1%             1.8%              2.6%              1.8%
                                     --------------    -------------      ------------    --------------
Net income                                    4.2%             2.6%              3.6%              2.4%
                                     ==============    =============      ============    ==============
</TABLE>


         Net sales - Net Sales for the third  fiscal  quarter of 1998  decreased
 .5% to $128,057,000  from  $128,654,000  reported for the third quarter of 1997.
Net sales for the first nine  months of fiscal  1998 were  $389,018,000,  a 2.3%
decrease from the $398,097,000  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 third quarter of fiscal 1998 the Company's  gross
profit was $35,324,000, compared to $32,489,000 reported in the third quarter of
last year, an increase of 8.7% over the prior fiscal period. The Company's gross
profit rate increased to 27.6% in the third quarter of fiscal 1998 from 25.3% in
the third  quarter of fiscal 1997.  For the nine months ended August 2, 1998 and
the nine  months  ended  August  3,  1997  gross  profit  was  $103,127,000  and
$98,164,000, or 26.5% and 24.7% 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 tray and medical examination glove product lines.

         Operating  expenses - Operating  expenses  for the third  quarter  were
$23,508,000  or 18.4% of net sales for fiscal 1998  compared to  $22,140,000  or
17.2% of net sales for fiscal 1997. For the first nine months of fiscal 1998 and
1997 operating expenses were $69,125,000 and $67,697,000,  or 17.8% and 17.0% 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 impact of the Winfield
Medical acquisition.

         Income  from   operations  -  Income  from   operations   increased  to
$11,816,000,  or 9.2% of net sales,  in the third  quarter  of fiscal  1998 from
$10,349,000,  or 8.1% of net sales, in the comparable period of the prior fiscal
year.  This is an increase of 14.2% over the prior fiscal period.  For the first
nine months of fiscal 1998 and 1997 income from operations were  $34,002,000 and
$30,467,000, or 8.7% and 7.7% of net sales, respectively.

Page 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
$5,293,000  in the third  quarter  of  fiscal  1997 to  $2,754,000  in the third
quarter of fiscal  1998.  For the nine months ended August 2, 1998 and August 3,
1997  interest  expense  was  $10,668,000  and  $16,475,000,  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 nine months
ended August 2, 1998 and August 3, 1997 was 42.3% and 42.8%, 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 third
quarter of fiscal 1998 was $5,444,000 versus $3,192,000 for fiscal 1997. Diluted
earnings  per share was $0.37  compared  to $0.34 for the same period last year.
For the nine months of fiscal 1998 and 1997, net income was  $13,914,000  versus
$9,368,000, respectively. Diluted earnings per share was $1.11 compared to $1.04
for the same period last year.

LIQUIDITY AND CAPITAL RESOURCES

         At  August  2,  1998,  the  Company  had cash and cash  equivalents  of
$12,897,000,   working   capital  of  $99,317,000,   long-term   liabilities  of
$114,496,000 and shareholders' equity of $262,679,000. For the nine months ended
August 3, 1998, cash flow from operations was favorably  impacted by a reduction
in operations working capital of $18,210,000  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 as of August 2, 1998.

         In June 1998,  the Company used  approximately  $31,267,000 in cash and
assumed  $5,300,000  of capital lease  obligations  for the purchase of Winfield
Medical. (See Note 7).

         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 working  capital  requirements  in the
foreseeable future.


Page 10
<PAGE>



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

Year 2000 Compliance

         Historically,   most  computer  systems  have  utilized  software  that
processes transactions using two digits to represent the year of the transaction
(i.e.,  97 represents  that year 1997).  This  software  needs to be modified to
properly process dates beyond December 31, 1999 and to avoid  miscalculation  or
system  failures (the "Year 2000 issues").  The Company is currently  working to
resolve  the  potential  impact  of the  Year  2000  issue  on the  computerized
information systems it utilizes internally,  and with regard to its products and
customers.

         The Company has  completed a  preliminary  assessment  of the Year 2000
issue with  respect to the  systems  and  software  internally  utilized  in its
business  enterprises.  The Company is in the process of bringing its internally
utilized  information  system  software into  compliance and estimates that such
software will be fully Year 2000  compliant by mid-1999.  While the Company will
be unable to make a firm estimate of the projected dollar expenditures  required
to bring the Company's internally utilized system into full Year 2000 compliance
until  the  Company's  final  assessment  is  completed,  based  on  information
available  from its  preliminary  assessment,  the  Company  does not  currently
believe that this amount will be material to the Company's business,  operations
or financial  condition  or have a material  impact on the  Company's  financial
position, results of operations or liquidity.

         While the Company has not yet completed  its overall  assessment of the
Year 2000 issue with respect to its products sold to customers,  it has formed a
focus  team  responsible  for this  area.  The focus  team is in the  process of
reviewing  these issues and  contacting  certain of the Company's  suppliers and
customers to assist them in identifying and resolving Year 2000 issues.  Because
its assessment is not yet completed,  the Company has not yet determined whether
it, its  customers or its suppliers  have any material Year 2000 issues,  and if
so, the potential effects on the Company's operations,  results of operations or
financial condition.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable to the registrant at this time.

PART II.  OTHER INFORMATION

         Items  1, 2, 3 and 4 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 5.  OTHER INFORMATION

         Restatement of Earnings Per Share Data
<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
<FN>
* 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.
</FN>
</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.

Page 11
<PAGE>


PART II.  OTHER INFORMATION-(Continued)

Shareholder Proposals To Be Presented At The 1999 Annual Meeting Of Shareholders

         As stated under the caption "Shareholder  Proposals For Presentation At
The 1999 Annual  Meeting" in the Company's  proxy  statement  dated February 20,
1998, the Board of Directors of the Company has requested  that any  shareholder
proposals  intended for  presentation at the 1999 Annual Meeting be submitted in
writing to Peter M. Graham,  Secretary of the Company, no later than October 22,
1998, for  consideration for inclusion in the Company's proxy materials for such
meeting.

         Further,  the  members  of the  Company's  proxy  committee  will  have
discretionary voting authority with respect to all shares represented by proxies
held by them at the Annual  Meeting for any matters  raised at the meeting about
which the Company does not receive notice prior to January 6, 1999.


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

           (b)   Reports on Form 8-K
                   None







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<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:    9/11/98                    By:     __/s/ Kenneth W. Davidson________
                                             Kenneth W. Davidson
                                             Chairman of the Board, President &
                                             Chief Executive Officer
                                             (principal executive officer)

Date:    9/11/98                    By:     __/s/ Peter M. Graham_____________
                                             Peter M. Graham
                                             Executive Vice President,
                                             Chief Operating Officer & Secretary
                                             (principal financial officer)

Date:    9/11/98                    By:     __/s/ Alan S. Blazei______________
                                              Alan S. Blazei
                                              Treasurer, Vice President,
                                              & Corporate Controller
                                              (principal accounting officer)


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