UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-K
                Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


For the fiscal year ended December 31, 2000.         Commission File No. 0-11178
                                                                         -------


                           UTAH MEDICAL PRODUCTS, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Utah                                                 87-0342734
--------------------------------                           -------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

                               7043 South 300 West
                                Midvale, UT 84047
                      ------------------------------------
                    (Address of principal executive offices)



Registrant's telephone number:   (801) 566-1200
                               ------------------


Securities registered pursuant to Section 12(b) of the Act:      None
                                                                -----


Securities registered pursuant to Section 12(g) of the Act:



                               Title of each Class
                          ----------------------------
                          Common Stock, $.01 par value
                         Preferred Stock Purchase Rights


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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 by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation  S-K (229.405 of this chapter) is not  contained  herein,  and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.[ ]

     The aggregate  market value of the voting stock held by  non-affiliates  of
the  registrant  as of  March  9,  2001,  based  on  NASDAQ/NMS  closing  price:
$46,374,000.
------------

     The number of shares  outstanding  of the  registrant's  common stock as of
March 9, 2001: 5,013,366.
               ---------


                       DOCUMENTS INCORPORATED BY REFERENCE

  List herein the documents incorporated by reference:  The Company's definitive
proxy  statement  for the Annual  Meeting of  Shareholders  is  incorporated  by
reference into Part III, Items 10, 11, 12, and 13 of this Form 10-K.


<PAGE>


                                     PART I.
                                     ------


ITEM I - BUSINESS.

     Utah Medical Products, Inc. ("UTMD" or "the Company") is in the business of
producing   cost-effective   devices  for  the  healthcare  industry  which  are
predominantly  proprietary,  disposable and for hospital use. Success depends on
1)  recognizing  needs of  clinicians  and  patients,  2) rapidly  designing  or
acquiring  economical  solutions  which gain  regulatory  approval,  3) reliably
producing products that meet those clinical needs, and then 4) selling through

  a)    UTMD's own direct  channels  into  markets  where the Company  enjoys an
        established  reputation  and has a  critical  mass of sales and  support
        resources, or
  b)    establishing  relationships  with other medical  companies that have the
        proper  resources to  effectively  introduce  and support the  Company's
        products.

     UTMD's success in rapidly producing solutions comes from its proven ability
to integrate a number of engineering  and technical  disciplines in electronics,
software,  mechanical  packaging,   instrumentation,   plastics  processing  and
materials.  The resulting proprietary products represent significant incremental
improvements  over existing clinical  techniques.  UTMD's experience is that, in
the case of  labor-saving  devices,  the  improvement in  cost-effectiveness  of
clinical procedures also leads to an improvement in overall healthcare including
lower risk of complications.  UTMD markets a broad range of medical devices used
in critical care areas,  especially the neonatal  intensive care unit (NICU) and
the labor and delivery (L&D)  department in hospitals,  as well as products sold
to outpatient clinics and physician's offices.

     The  opportunity  to apply  solutions to  recognized  needs results from an
excellent core of practicing  clinicians who introduce ideas to the Company, and
key  employees  who  are  both  clinical   applications  savvy  and  development
engineering adept.

     UTMD's products are sold directly to end users in the U.S.  domestic market
by the Company's own direct sales representatives and independent manufacturers'
representatives, and through the Internet. In addition, UTMD's products are sold
through specialty  distributors,  national hospital  distribution  companies and
other medical device manufacturers.  Internationally,  products are sold through
other  medical  device  companies  and  through   independent  medical  products
distributors.   UTMD  has  representation  in  all  major  global  markets  with
approximately 100 international distributors.

     Negative  factors that may  adversely  impact  future  performance  include
managed  care  reforms  or  hospital  group  buying  agreements  that may  limit
physicians'  ability to choose  certain  products or  procedures,  new  products
introduced  by other  companies  that  displace  UTMD's  products,  new  product
regulatory  approval  delays,  changes  in  the  Company's   relationships  with
distribution partners, and loss of key personnel.

     UTMD was formed as a Utah  corporation in 1978. UTMD publicly raised equity
capital one time in 1982. In 1995,  Utah Medical  Products  Ltd., a wholly-owned
subsidiary  located  in  Ireland,  was  formed  to  establish  an  international
manufacturing  capability. In 1997, UTMD purchased Columbia Medical, Inc. (CMI),
a Redmond,  Oregon company specializing in silicone injection molding,  assembly
and marketing  vacuum-assisted  obstetrical delivery systems. In July, 1998 UTMD
acquired the neonatal product line of Gesco International,  a subsidiary of Bard
Access Systems and C.R. Bard, Inc. On March 8, 2000, UTMD returned to the Nasdaq
Stock Market after trading on the New York Stock Exchange for about 3 years. The
Company was previously  listed on Nasdaq for 14 years.  The Company's  corporate
offices  are  located at 7043  South 300 West,  Midvale,  Utah  84047  USA.  The
corporate telephone number is (801) 566-1200. European operations are located at
Garrycastle Industrial Estate, Athlone, County Westmeath, Ireland. The telephone
number in Ireland  is (902)  73932.  CMI's  mailing  address  is 1830 S.E.  1st,
Redmond, Oregon 97756. The phone number in Oregon is (541) 548-7738.






                                       2

<PAGE>



PRODUCTS
--------

Labor and Delivery/ Obstetrics:
------------------------------

Fetal Monitoring Accessories.
  About 60% of births are considered "higher risk" due to lack of prenatal care,
among other factors.  In many of these births,  labor may become complicated and
does not progress normally. The obstetrician must assess progression of labor to
be able to intervene  with drug therapy,  infuse a solution to augment  amniotic
fluid, or ultimately if necessary, perform a Caesarean section procedure, and be
prepared  for  complications  following  childbirth.   UTMD  markets  disposable
electrodes,  catheters and  accessories,  but not the monitors,  the  electronic
capital  equipment that process the signals.  In addition to products  currently
offered,  UTMD  intends to  continue to  investigate  and  introduce  tools that
enhance fetal monitoring techniques, a core area of product development.

  To assist the physician in assessing fetal well-being,  changes in fetal heart
rate  (FHR) in  conjunction  with  trends  in  intrauterine  pressure  are often
electronically  monitored.  UTMD's intrauterine  pressure (IUP) catheter product
line provides for clinician  choices from a traditional  fluid-filled  system to
INTRAN(R)  PLUS,  the widely  accepted  transducer-tipped  system.  In addition,
adjunct FHR electrodes,  leg plates,  belly bands and chart paper are offered by
UTMD to complete a package of fetal  monitoring  supplies.  UTMD's IUP catheters
include:

o    IUP-075  and UTMD's  other  custom  fluid-filled  catheter  kits  utilize a
     saline-filled catheter that is placed within the uterine cavity,  connected
     to a separate  external  reusable or  disposable  transducer.  This product
     package,  utilizing  double lumen  catheters,  was the traditional  mode of
     intrauterine   monitoring   prior  to  the   introduction  of  INTRAN.   An
     intrauterine pressure change is transmitted through the fluid column to the
     external pressure transducer.

o    Introduced in 1987,  INTRAN was the first  intrauterine  pressure  catheter
     that placed the  pressure  transducer  at the  pressure  source  within the
     uterine  cavity.   This  design   eliminated  the   complicated   setup  of
     fluid-filled systems and provided more accurate pressure waveforms.  INTRAN
     I was  discontinued  in 1995 in favor of the more widely  preferred  INTRAN
     PLUS, also covered by UTMD's original INTRAN patent.

o    INTRAN PLUS was introduced in 1991.  The INTRAN PLUS catheter  combines the
     transducer tip concept of INTRAN I with a refined tip design, a zero switch
     that allows the  clinician to verify the  reference  of the monitor,  and a
     dedicated amnio lumen which provides immediate access to the amniotic fluid
     environment  which may be essential in the  diagnosis and  intervention  of
     certain fetal  conditions.  In 1996, an enhancement which allows physicians
     to observe  amniotic  fluid in a closed system was added to INTRAN PLUS. In
     1997, UTMD introduced several variations to address user preferences in tip
     size and zero switch location.

Vacuum-Assisted Delivery Systems.
  UTMD's VAD Systems include CMI(R) patented soft silicone  bell-shaped birthing
cups and  patented  hand-held  vacuum  pumps which UTMD  believes are the safest
products available for use in vacuum-assisted  operative  deliveries.  Operative
vaginal  deliveries  provide  knowledgeable  physicians  with an  alternative to
C-section  intervention.  Although  there are risks  associated  with  operative
vaginal  deliveries which represent about 15% of all U.S.  hospital births,  the
procedures are generally  regarded as safer for the mother, and at least as safe
for  the  fetus,  as  abdominal   (cesarean)  delivery  in  comparable  clinical
situations. In operative vaginal deliveries, either forceps or a vacuum-assisted
delivery  system are used by the  physician.  UTMD  estimates that the preferred
vacuum-assisted  delivery  approach is used for about 8-10% of all U.S.  births,
and will  continue  to  increase  its  share  versus  forceps.  UTMD's  patented
bell-shaped soft silicone TENDER TOUCH(R) cups enjoy a low reported complication
rate  compared to other  vacuum cup  designs,  as  evidenced  by the FDA Medical
Device  Reporting  System.  UTMD's  patented  soft silicone cup is unique in the
industry.

Other Obstetrical Tools.
  AROM-COT(TM)  is a finger  cover  with a patented  design to rupture  maternal
membranes  with less patient pain and  anxiety.  MUC-X is a meconium  aspiration
device used immediately after birth to clear neonatal  respiratory  passages and
reduce  exposure to potential  infections.  CORDGUARD(R)  is a patented  product
which  unifies the multiple  steps of clamping the  neonate's  cord close to the
umbilicus,  severing the cord without  splattering  blood,  drawing a clean cord
blood  sample,  and  assisting  in  the  removal  of the  placenta.  CORDGUARD's
sharpless,  closed system reduces the risk of exposure to  potentially  infected
blood, and consequently  reduces the high cost of exposure  treatment under OSHA
and CDC guidelines. In addition,  CORDGUARD facilitates obtaining neonatal blood
that is otherwise hard to obtain safely and cleanly.


                                       3
<PAGE>


Neonatal Intensive Care:
-----------------------

DISPOSA-HOOD(TM)
  The  DISPOSA-HOOD  is an  infant  oxygen  hood  that is  used  in the  NICU to
administer  oxygen to neonates while  maintaining a neutral thermal  environment
critical to proper  physiologic  responses.  The  DISPOSA-HOOD,  placed over the
infant's head, incorporates a round diffusor connection specifically designed to
disperse the incoming  gases along the inner  surfaces of the hood,  rather than
allowing  them to blow  directly on the infant's  head.  The design  allows more
precise FIO2 (fractional  inspired oxygen)  control,  minimizes  convective heat
loss from the head and provides  optimum  flows for  elimination  of CO2 (carbon
dioxide)  by  ventilation.  Because it is a  disposable  product,  it allows for
excellent    visualization   of   the   underdeveloped   infant   and   prevents
cross-contamination.

DELTRAN(R) PLUS
  UTMD's DELTRAN blood pressure monitoring system has been adapted  specifically
for use in the NICU. The new  streamlined  version  eliminates  needles used for
blood  sampling,  avoids the loss of scarce neonatal blood volume and provides a
closed system that reduces the risk of infection.  The system features excellent
visualization of clearing volume and one-handed use.

GESCO(R)
  In the third quarter of 1998, UTMD acquired the neonatal product line of Gesco
International,  a subsidiary of Bard Access Systems and C.R. Bard,  Inc.  GESCO,
best known for innovative  silicone  catheters,  gained an early reputation as a
company which focused on the special  developmental needs of tiny critically-ill
babies.

  A class of catheters called  umbilical vessel catheters  (UVC's) are specially
designed for administering  vital medications and fluids  immediately  following
birth through the infant's umbilical vessel into the inferior vena cava. Because
of the neonate's small size and lack of vascular development, there is no better
access to vital organs. The catheters are also called umbilical artery catheters
(UAC's) when placed in one of the umbilical  arteries to measure blood  pressure
or monitor  metabolic  processes  through  blood  analysis.  In  developing  its
UMBILI-CATH(R)  product line,  Gesco  pioneered  the use of soft,  biocompatible
silicone catheters,  helping to reduce the number of insertions required as well
as other complications associated with invasive applications.  UTMD has expanded
the UVC product line to include  catheters made from a patented  thermosensitive
polyurethane   (Tecoflex(R))   that   offers   many  of  the   flexibility   and
biocompatibility  advantages  of  silicone  after  insertion,  with the  greater
rigidity  of  polyurethane  preferred  by  many  clinicians  for  insertion.  In
addition,  GESCO  provides  a  convenient   catheterization  procedure  tray  of
implements  and supplies  necessary to place UVC  catheters,  as well as perform
other similar procedures.

    The primary distinction of GESCO products is that they are not just cut-down
or smaller  versions  of adult  devices.  For  example,  in the case of invasive
catheters,  the  introducer,  the soft rounded  distal tip,  mode of securing to
patient after insertion to avoid  migration,  luer locking hub with minimal dead
space,  number  of  lumens,  catheter  radiopaque  striping  for  visualization,
variations  in catheter  lengths and  diameters  and special  packaging  are all
features  specially  designed for  neonates.  UTMD  continues to modify  product
features  to bring the GESCO  products up to date  relative to current  neonatal
nurse practitioner preferences.

  The soft,  biocompatible silicone catheter concept had important advantages in
other  applications  including  peripherally  inserted  central venous catheters
(PICC lines),  enteral  feeding tubes,  urinary  drainage  catheters,  and chest
drainage tubes. GESCO developed all of these neonatal products. In order to keep
pace  with the trend of  caring  for  smaller  babies,  UTMD has  added  smaller
diameter versions of its URI-CATH(TM) and NUTRI-CATH(TM) products. In 2000, UTMD
gained FDA premarketing  clearance of a new PICC family of products specifically
designed to  minimize  trauma to the  critically  ill  neonate.  The product was
designed with the input of experienced neonatal nurse practitioners for use as a
long-term indwelling catheter system for single-use,  therapeutic central venous
infusion  of drug  solutions,  blood  products  or other  fluids  and for  blood
sampling.  The soft, strong silicone PICC comes in two diameter sizes, two types
of  venipuncture  introducers,  two  hub  configurations  and the  option  of an
integral stylet that aides insertion.


                                       4
<PAGE>

  Other GESCO specialty  products include a disposable  peritoneal  dialysis set
that is a  pre-assembled,  sterile,  closed  system,  called  DIALY-NATE(TM);  a
patented  silicone oral  protection  device used to prevent  palatal soft tissue
injury by orotracheal  tubes,  called  PALA-NATE(TM);  and a lumbar puncture kit
used for obtaining spinal fluid samples, called MYELO-NATE(TM).  In 1999, a tiny
needle version with a special bevel was added to the product line.

  GESCO's first patented product,  HEMO-NATE(R), is a disposable filter designed
to remove  microaggregates from stored blood prior to transfusion into a neonate
where any deficiency can have an  overwhelmingly  negative impact on a neonate's
chances for survival, given an under-developed vasculature and small total blood
volume.

  In 2001,  UTMD will continue to improve and expand its neonatal  product line,
allowing  it to  retain  the  most  complete  armamentarium  of  NICU  specialty
products in the medical device industry. In addition to products already offered
and  being  developed  internally,  UTMD  will  look  to  expand  sales  through
distribution  arrangements  with  other  manufacturers,   or  through  selective
acquisitions.

Gynecology /Urology /Electrosurgery:
-----------------------------------

LETZ(R) System
  The LETZ System is  comprised of  electrosurgical  equipment,  electrodes  and
supplies used to treat cervical intraepithelial  neoplasia (CIN) and other lower
genital tract lesions  related to human papilloma  virus (HPV)  infections.  The
electrosurgical  excision  procedure with  hemostasis  has widely  replaced cold
knife  scalpel,  laser  and  cryotherapy  procedural  approaches  because  it is
economical, safe, effective, quick and easy to perform, has fewer potential side
effects, and requires little physician training.  Most importantly,  in contrast
to laser and cryotherapy  (freezing of tissue),  LETZ provides a tissue specimen
for  pathological  assessment.  The LETZ procedure may be performed  using local
anesthesia in a physician's office, eliminating the time and expense of hospital
or surgical center admittance.  UTMD's system includes patented  disposable loop
electrodes,   the  patented  FINESSE(R)  electrosurgical  generator,  and  other
miscellaneous  components.  The FINESSE  electrosurgical  generator  is the only
generator on the market that contains an integral smoke  evacuator,  required to
filter smoke and vapors which contain potentially hazardous particulate material
produced during electrosurgery. The disposable loop electrode used to excise the
tissue  specimen is a pencil-like  tube with a thin tungsten wire loop attached.
The loop is available in varying sizes and includes a  Safe-T-Gauge(R)  that can
be positioned so the physician can accurately colposcopically monitor the amount
of tissue being excised.

FINESSE(R) Generator; Specialty Loop, Ball, and Needle Electrodes;  FILTRESSE(R)
Evacuator; Other Specialty Electrodes; Other Supplies and Gynecologic Tools.
  UTMD has FDA clearance to market its electrosurgical system in general surgery
applications,   including  dermatology,   plastic  surgery  and  otolaryngology.
FILTRESSE,  a stand-alone  surgical smoke filtration  system which combines high
filtration efficiency,  low cost and convenient use was introduced in 1997. UTMD
continues to develop and introduce specialty tools for specific  electrosurgical
procedures.  In 1998, the Company introduced a patented conization electrode for
deep  endocervical  disease  called  C-LETZ,  designed  to limit the  removal of
healthy tissue that might compromise  adequate  cervical  function.  Other tools
include disposable electrosurgical pens, dispersive pads, speculums, retractors,
and forceps.

EPITOME(R)
  A patented  electrosurgical  scalpel which  delivers  precise  performance  in
incision and excision was  introduced in 1996. An  independent  study  concludes
that the EPITOME scalpel  provides a significant  improvement over older devices
in wound healing and patient  comfort.  EPITOME allows a rapid incision  without
countertraction,   yielding  limited  morbidity,  less  post-surgical  pain  and
cosmetically  superior results.  Where  minimization of thermal tissue injury is
desired,   EPITOME  offers   significant   advantages  while  achieving  desired
hemostasis.  A  patented  bendable  version  of  EPITOME  with a smaller  active
electrode was  introduced in early 1998.  Designed to  significantly  reduce the
chance of tissue burns due to inadvertent electrode contact and where a smaller,
bent scalpel tip is needed,  the bendable EPITOME is of particular value,  e.g.,
to thoracic  surgeons in harvesting the internal  mammary artery during coronary
artery bypass surgery, as well as to otolaryngologists for tonsillectomies.

                                       5
<PAGE>

LIBERTY(R) System
  LIBERTY is a device for the  conservative  treatment and effective  control of
urinary incontinence in women. UTMD believes that LIBERTY is the easiest-to-use,
most cost effective  incontinence  treatment available that yields a therapeutic
effect, not just a cover-up.  LIBERTY consists of a battery operated  electrical
stimulation  unit  and  an  intravaginal  electrode  probe.  This  physiotherapy
technique,  which  can be done in the  privacy  of the  home,  involves  passive
strengthening of the periurethral  muscles.  Pulsed, low voltage, high frequency
current is applied  primarily to the pudendal  neuromuscular  tissue causing the
pelvic  area  muscles  to  contract,  leading  to better  muscle  tone.  Because
electrical stimulation has no known adverse side effects, LIBERTY provides women
suffering from mild to moderate incontinence an effective,  lower cost and lower
risk alternative to more traumatic  treatments such as surgery and drug therapy.
In October 2000,  HCFA (Health Care Financing  Administration)  decided to allow
Medicare   reimbursement   coverage  for  electrical  stimulation  devices.  The
previously  withheld  coverage may help  increase  sales of LIBERTY  because the
disease is prevalent among older women.

PATHFINDER PLUS(TM)
  PATHFINDER  PLUS is an endoscopic  irrigation  device that allows a surgeon to
precisely  irrigate with the same hand that controls the endoscope,  eliminating
the need for a separate  assistant to irrigate  without  visualization.  UTMD is
marketing the device through independent manufacturers' representatives who sell
primarily endoscopic tools.

ENDOCURETTE(TM)
  Since 1997 UTMD has worked in cooperation with Dr. Stuart Fowler,  Mayo Clinic
Scottsdale,  Arizona to develop an  advanced  curette  for  uterine  endometrial
tissue  sampling in the  doctor's  office.  The  sampling  procedure is intended
primarily  to  rule  out  precancer  or  cancerous   change  of  the  uterus  in
premenopausal women with abnormal uterine bleeding, or women with postmenopausal
bleeding. The device is part of a class of catheters designed to be used without
dilitation of the cervix and without general  anesthetic.  The inherent weakness
of this type of device,  which is related to its small size,  is that it may not
remove enough tissue of the endometrium for an accurate  histologic  assessment.
The  patented  tip of the  ENDOCURETTE  was  designed to obtain a more  thorough
tissue specimen.  UTMD began marketing the product in fourth quarter 2000. After
several  weeks'  routine  use  by  early  adopters,  the  device  appears  to be
performing exceptionally.

LUMIN(R)
  LUMIN(R)  is a  patented  tool  developed  by UTMD  for  reliably  and  safely
manipulating the uterus in gynecological laparoscopic procedures. LUMIN combines
the  strength,  range of motion  and  versatility  of the  higher  end  reusable
instruments  with the  lower  cost and  cleanliness  of the  cheaper  disposable
instruments  presently on the market, while at the same time reducing the number
of tools needed to move and secure the uterus.

Blood Pressure Monitoring:
-------------------------

DELTRAN(R) Disposable Pressure Transducer
  In  pressure  monitoring,  a  transducer  is  used  to  convert  physiological
(mechanical)  pressure into an electrical signal that is displayed on electronic
monitoring  equipment.  UTMD  developed,  patented and is now  distributing  its
disposable  transducer as a stand-alone  product,  and as a component in sterile
blood pressure monitoring kits through direct  representatives and other medical
companies in the U.S.,  as well as  independent  distributors  and other medical
companies internationally.

  Although  other  large  medical  companies  manufacture   disposable  pressure
transducers  ("DPTs") under rights to UTMD's  technology,  the Company  believes
that the  DELTRAN  DPT  which it  developed  remains  the  standard  in terms of
reliability  and ease of use.  UTMD has an automated  assembly line which allows
the Company to  effectively  compete with the largest  suppliers on the basis of
consistent  quality with low manufacturing  costs.  Introduced in 1998,  DELTRAN
PLUS  provides a closed system for blood  sampling,  without the use of needles,
reducing  the  risk of an  unwanted  infection  for  both  the  patient  and the
practitioner.



                                       6
<PAGE>



Pressure Monitoring Accessories and Components.
  Components  included in blood pressure  monitoring kit configurations  include
flush devices,  stopcocks,  fluid  administration  sets, caps,  pressure tubing,
interface cables and organizers.  The Company sells similar components  designed
for other medical companies which incorporate UTMD's technologies. DELTA-CAL(TM)
is a calibration device used to check proper functioning of an arterial pressure
system. In addition, UTMD sells plastic molded parts on a subcontract basis to a
number of medical and  non-medical  companies.  UTMD believes that this practice
helps better utilize its investment in fixed plant and equipment.

MARKETING
---------

  UTMD competes on the basis of its  proprietary  value-added  technologies  and
cost effective solutions.  A number of UTMD's products are strong brands because
they are recognized as clinically  different.  The Company's  primary  marketing
challenge  is to keep its  customers  focused  on those  differences  and  their
important  benefits.  UTMD's  specialty focus and extensive  experience with key
products in its specialty are important  marketing  attributes which help assure
its ability to  successfully  compete and  survive in a  marketplace  where many
suppliers are trying to degrade product differences.

  In U.S.  hospitals,  which  represent  about  60% of  UTMD's  sales  activity,
marketing efforts are clouded by who in the hospital actually makes decisions to
purchase medical devices.  UTMD regards  clinicians who take  responsibility for
obtaining optimal care outcomes as its customers. These people are often not the
same ones  administratively  in  charge of  purchase  decisions.  In 2000,  UTMD
recognized  increased need to supply  independent  references  acknowledging the
value of UTMD's products.

DISTRIBUTION
------------

  Another  important  success  factor  in the  current  healthcare  industry  is
"access" to customers. In particular, the U.S. hospital supplier environment has
been  consolidating  as a result  of group  purchasing  organizations,  or their
equivalent,  utilizing large suppliers with diverse product lines. The number of
channels  and length of time  required in  evaluating  new  products  for use in
hospitals has grown dramatically in recent years. As a potential negative factor
to future  performance,  as UTMD  introduces  new  products,  it may find itself
excluded from certain  customers  because of the existence of supply  agreements
unrelated  to  safety  and  efficacy  of  products.  UTMD may also be  unable to
establish viable  relationships with other medical companies who have the access
to users but lack an interest in the Company's approach.

  Historically,  UTMD  has sold  its  products,  especially  those  relating  to
critical care, through  independent  distributors and other medical companies in
both domestic and international markets. Since 1991, the Company has developed a
more focused  direct sales  organization  in the United States with  specialized
distributors  and its own directly  employed sales force. The current network of
direct  representatives and one specialty distributor is employed to concentrate
on select market  applications  for UTMD products and to provide proper customer
training and support. As of March 2001, the U.S. direct sales force is comprised
of both "outside" territory  representatives  operating remotely geographically,
as well as  "inside"  representatives  who  effectively  operate  by  telephone.
Through the use of its  one-on-one  contacts with  physicians,  the direct sales
force  positions  UTMD to gain  market  leadership  with  solutions  to clinical
problems. UTMD's direct representatives encourage customers to take advantage of
fast and easy direct online ordering at www.order.utahmed.com.
                                        ----------------------

  When  hospital  customers  request it, UTMD will provide its products  through
national distribution companies, e.g. Owens & Minor or McKesson/HBOC, also known
as Med/Surg distributors. UTMD has distribution contracts with Owens & Minor and
McKesson/HBOC,  and as a  fully  aligned  vendor  expects  to be part of the New
Health Exchange, an e-commerce business being established by five of the largest
U.S. Med/Surg  distributors.  Sales to Med/Surg distributors  currently comprise
less than 10% of total domestic sales. Five years ago, national distributors and
independent  distributors in the U.S. represented more than 65% of UTMD's direct
domestic Ob/Gyn business. In 2000, all independent U.S. distributors represented
less than 20% of UTMD's domestic business.

                                       7
<PAGE>

  In  addition  to its own  website  and  participation  later  in 2001  through
Med/Surg distributor relationships,  UTMD was one of the first companies in 2000
to join the Global  Healthcare  Exchange  (GHX),  an independent  Internet-based
company  created  originally  by  five of the  world's  largest  medical  device
manufacturers.  GHX  is  a  single-source  solution  for  online  purchasing  of
potentially  all medical  products  needed by hospitals using their own internal
ERP  systems,   while  allowing  hospitals  to  maintain   individual   supplier
relationships. GHX is developing fully integrated e-procurement solutions, which
link supplier  systems  directly with hospital ERP systems on a customized basis
making  it  possible  for  buyers  to  interact  in real time with UTMD over the
Internet.  UTMD  believes  that GHX may be its  primary  method in the future to
circumvent the access limits imposed by hospital  GPO's,  providing a key answer
to UTMD's  challenge of gaining and  retaining  access to  potential  customers.
Through GHX, UTMD's  customers will have electronic  access to pricing,  product
availability,   order  tracking  and  all  other  administrative  tasks  in  the
purchasing process. Eventually, UTMD would link sales support, clinical training
and third party  support.  UTMD was selected by GHX as one of its first supplier
implementation  sites,  with the  first  transactions  on GHX  involving  UTMD's
products occurring in first half 2001.

  Additionally,  the Company sells component parts to medical  companies for use
in their  product  lines.  This  effort  is  simply an  optimal  utilization  of
manufacturing  resources that are otherwise needed for UTMD's primary  business,
and does not compete with or dilute UTMD's distribution and marketing programs.

  Internationally,  the Company  sells its  products  through  about 80 regional
distributors and through about 20 OEMs (other medical  manufacturers).  In 2000,
UTMD's  Internet   website   www.utahmed.com   became  a  frequent  conduit  for
international customer inquiries.


NEW PRODUCT DEVELOPMENT
-----------------------

  New product  development is a key to UTMD's growth plans.  Product development
takes  three  fundamental  forms,  which  are  interrelated:   1)  improvements,
enhancements  and  extensions  of current  product lines in response to clinical
needs or clinician  requests,  2) invention of devices that allow  significantly
different  methods of  performing  medical  procedures,  representing  a quantum
improvement  in safety,  efficacy  and/or cost of care, and 3)  acquisitions  of
products from others.

  During 2000, in addition to the  amortization of goodwill  expense of $569 (in
thousands),  or 2.1% of sales,  associated with the  acquisitions of new product
lines in 1997 and 1998, the Company spent $568 on internal  product  development
activities,  or 2.1% of sales,  a combined  total of 4.2% of sales.  New product
development  expenses and amortization of goodwill  expenses were $719 and $569,
respectively in 1999 (combined 4.4% of sales) and $946 and $433, respectively in
1998  (5.0% of  sales).  Amortization  of  goodwill  expenses  and R&D  expenses
combined  are  expected  to  continue  in the  range  of 4-5% of  sales in 2001.
Internal R&D will be limited more by the Company's ability to process new ideas,
as well as organize and  integrate  the  specialty  skills  necessary to develop
innovative products, than by the availability of funds or new product ideas.

  UTMD's current  product  development  projects are in four areas of focus:  1)
obstetrics/ fetal monitoring, 2) neonatal intensive care, 3) female incontinence
management,  and 4)  specialized  procedures for the assessment and treatment of
cervical/uterine  disease.  UTMD has filed, had issued,  exclusively licensed or
acquired 23 patents in the last five years.

  Because of UTMD's reputation as a successful innovator, its financial strength
and its  established  clinician  user base, it enjoys a substantial  flow of new
product ideas.  Internal development,  joint development,  product acquisitions,
and  licensing   arrangements   are  all  included  as  viable  options  in  the
investigation  of  opportunities.  Only a  small  percentage  of  ideas  survive
feasibility screening. For internal development purposes,  projects are assigned
to a  project  manager  who  assembles  an  interdisciplinary,  cross-functional
development  team.  The  team's  objective  is  to  have  a  clinically  proven,
manufacturable, and FDA released product ready for marketing by a specific date.
Approximately  ten projects on the average,  depending on the level of resources
required,  are  underway  at UTMD at any given  time.  More than 50% of assigned
projects do not succeed in attaining a product  which meets all of the Company's
criteria. In particular,  this includes a product that is highly reliable,  easy
to use, cost-effective, safe, useful and differentiated from the competition.

  Once a product is developed, tooled, fully tested and cleared for marketing by
the FDA,  there  remains a  reasonable  probability  it  cannot be  successfully
marketed  for any number of reasons,  not the least of which is being  beaten to
the market by a competitor with a better solution, or not having access to users
because of limitations in marketing and distribution resources.

                                       8
<PAGE>

EMPLOYEES
---------

  At December 31, 2000, the Company had 235  employees,  16 of which are located
in Oregon, and 37 in Ireland.  The Company's  continued success will depend to a
large extent upon its ability to retain skilled employees.  No assurances can be
given that the Company will be able to retain or attract  such  employees in the
future,  although management is committed to providing an attractive environment
in which creative and high achieving people want to work.

  To the best of the  Company's  knowledge,  none of the  Company's  officers or
directors is bound by  restrictive  covenants  from prior  employers  that limit
their ability to contribute to UTMD's programs.  All professional employees sign
a confidentiality and non-compete agreement as a condition of employment, and as
consideration  for  receipt  of stock  option  awards and  participation  in the
management  bonus  program.  None of the Company's  employees is  represented by
labor unions or other collective bargaining groups. All employees participate in
performance-based bonus programs.

PATENTS AND TECHNOLOGY LICENSES
-------------------------------

  The Company owns or  exclusively  licenses  forty-five  unexpired  patents and
patents pending,  and is the licensee of certain other technology.  There can be
no assurance,  however,  that patents will be issued with respect to the pending
applications or that the issued patents can be successfully defended.

  The ability of the Company to achieve critical mass in the marketplace depends
in  large  part on the  protection  afforded  by its  patents.  In  cases  where
competitors  introduce  products  that may  infringe on UTMD's  technology,  the
Company has an obligation to its shareholders to defend its intangible property.
Although  the  cost  of  patent   litigation   reduces  the  Company's   current
performance,  a successful  defense of a core market franchise as represented by
INTRAN,  for  example,  may  potentially  represent  many orders of magnitude of
return in  shareholder  value.  In  addition,  UTMD's  practice of  aggressively
pursuing those who infringe its patents tends to discourage others from unfairly
using UTMD's innovations. One patent infringement lawsuit is currently pending.

  As a matter of policy,  UTMD has acquired and will continue to acquire the use
of technology from third parties that can be synergistically  combined with UTMD
proprietary  product ideas.  During 2000,  royalty  expenses were (in thousands)
$31. Royalties are included in cost of goods sold.

  Also as a matter of policy, UTMD licenses its proprietary technology to others
in  circumstances  where  licensing  does not  directly  compete with UTMD's own
marketing initiatives.  During 2000, the Company received (in thousands) $452 in
royalty  income,  compared  to $529 in 1999,  and $678 in  1998.  In 1998,  UTMD
recorded an additional $447 in net other  non-operating  income  associated with
unusual  payments,  subject  to a  confidentiality  agreement,  for  use  of its
technology.  The non-operating income has been a material portion of UTMD's past
earnings,  and  therefore  future  improved  performance  also  depends  on  the
performance of other companies who license UTMD's technology.

GOVERNMENT REGULATION
---------------------

  The  Company's  products  are subject to  regulation  by the U.S.  Food & Drug
Administration ("FDA"), as well as other regulatory bodies globally. The FDA has
authority to regulate the  marketing,  manufacturing,  labeling,  packaging  and
distribution  of medical  products in the U.S. In addition,  requirements  exist
under other  federal laws and under state,  local and foreign  statutes that may
apply to the manufacturing and marketing of the Company's products.


                                       9
<PAGE>

  All  manufacturers  of medical devices must register with the FDA and list all
medical  devices  produced by them.  The listing  must be updated  annually.  In
addition,  prior  to  commercial  distribution  of  devices  for  human  use,  a
manufacturer must file a notice with the FDA, setting forth certain  information
regarding the safety and efficacy of the device that is acceptable in content to
the FDA.

  Devices  which  are  classified  in Class I are  subject  only to the  general
controls concerning  adulteration,  misbranding,  good manufacturing  practices,
record keeping and reporting requirements.  Devices classified in Class II must,
in  addition,  comply with  performance  standards  promulgated  by the FDA. The
Company  believes  all of its present  products are Class I or Class II products
and that the  Company  is in full  compliance  with all  applicable  performance
standards as well as FDA quality standards, record keeping and reporting.

  In 1994,  UTMD  received  certification  of its quality  system  under the ISO
9001/EN  46001  standards  ("ISO"  stands  for  "International  Organization  of
Standardization").  EN  46001  is  the  European  Union's  effort  to  harmonize
different  national  regulatory  requirements  for the  development,  sale,  and
manufacture  of medical  products.  Because the ISO  standards  are in perpetual
modification,  UTMD  remains on a  continuous  periodic  audit  schedule  by its
independent  notified body in order to stay abreast of international  regulatory
standards.  In early 1997, UTMD received ISO 9001/EN 46001 certification for its
Ireland facility.  UTMD has received formal product  certification  allowing the
use  of the  CE  Mark  (demonstrates  proof  of  compliance  with  the  European
Community's product standards) for essentially all of its products.

SOURCES AND AVAILABILITY OF RAW MATERIALS
-----------------------------------------

  Most of the components  which the Company  purchases from various  vendors are
readily  available  from a number of  sources.  Alternate  sourcing  of  various
components is continually  underway.  Vendors are qualified by Corporate Quality
Assurance.  The Company has a vendor quality  monitoring  program that routinely
checks all incoming material.

EXPORTS
-------

  Revenues  from foreign  customers in 2000 were (in  thousands)  $5,425 (20% of
total  sales),  as compared to $5,550 (19% of total  sales) in 1999,  and $4,732
(17% of total sales) in 1998. Blood pressure monitoring products represented 72%
of international  sales in 2000, compared to 77% in 1999 and 79% in 1998. Ob/Gyn
and neonatal  product  foreign sales were $1,506 in 2000,  compared to $1,290 in
1999 and $1,002 in 1998.

  UTMD sees the  international  marketplace as one of the important  elements of
its  growth  strategy.  UTMD is  keenly  aware  that not only are  international
markets  different from the U.S. market,  but also that each country has its own
set of driving  influences that affects the dynamics of the nature of care given
and medical devices used. In 1996, UTMD completed a new  manufacturing  facility
in Athlone,  Ireland.  The  facility  offers a number of  advantages:  1) from a
marketing point of view, faster response to European Union customers,  including
a better  understanding  of  customized  needs,  less  costly  distribution  and
duty-free  access to over 350 million  patients;  2) from a regulatory  point of
view,  faster new product  introductions;  and 3) from a manufacturing  point of
view,  reduced  dependence on one manufacturing  site and increased  capacity at
existing U.S. facilities.

BACKLOG
-------

  As a supplier of primarily disposable products,  the nature of UTMD's business
necessitates  being very responsive to customer  orders and delivering  products
quickly. Virtually all direct shipments to end users are accomplished within one
week of receipt of customer  purchase order.  Backlog  shippable in less than 60
days as of January  1, 2001 was  approximately  $0.3  million  compared  to $0.6
million as of January 1, 2000.

SEASONAL ASPECTS
----------------

  The Company's business is generally not affected by seasonal factors.


                                       10
<PAGE>

PRODUCT LIABILITY RISK MANAGEMENT
---------------------------------

  The risk of product liability lawsuits is a negative factor in UTMD's business
because  UTMD's  products are  frequently  used in inherently  life  threatening
situations to help  physicians  achieve a more positive  outcome than what might
otherwise  be the  case.  Although  UTMD's  products  are  proven to be safe and
efficacious over millions of uses,  positive outcomes cannot always occur in the
situations where UTMD's products are needed. In litigious  cultures (such as the
U.S.) which are often driven by attorneys looking for contingency fee windfalls,
patients may look at  manufacturers  of excellent  medical  products as possible
scapegoats.  In any  lawsuit  against a company  where an  individual  plaintiff
suffers a permanent physical injury, a small probability of a large award always
exists whether or not a causal  relationship  exists.  UTMD is self-insured  for
product liability risk and reserves funds against its current  performance on an
ongoing  basis to provide for its future  defense  should any lawsuits be filed.
The strength of UTMD's  balance sheet may be an inducement for some attorneys to
file a claim against UTMD. No product liability lawsuits involving a significant
injury have been filed  against the Company for any of its  products in the past
nine years.

FORWARD LOOKING INFORMATION
---------------------------

  This  report  contains  certain  forward-looking  statements  and  information
relating to the Company that are based on the beliefs of  management  as well as
assumptions made by, and information  currently  available to, management.  When
used in this document, the words "anticipate," "believe," "project," "estimate,"
"expect," "intend" and similar expressions, as they relate to the Company or its
management, are intended to identify forward-looking statements. Such statements
reflect the current view of the Company respecting future events and are subject
to  certain  risks,  uncertainties,  and  assumptions,  including  the risks and
uncertainties noted throughout the document.  Although the Company has attempted
to identify  important  factors  that could  cause the actual  results to differ
materially,  there may be other factors that cause the forward  statement not to
come true as anticipated, believed, projected, expected, or intended. Should one
or more of these  risks  or  uncertainties  materialize,  or  should  underlying
assumptions  prove  incorrect,  actual results may differ  materially from those
described herein as anticipated,  believed, projected,  estimated,  expected, or
intended.

  General risk factors that may impact the Company's revenues include the market
acceptance  of  competitive  products,   anti-competitive   practices  of  group
purchasing organizations,  obsolescence caused by new technologies, the possible
introduction  by  competitors  of new  products  that  claim to have many of the
advantages of UTMD's products at lower prices,  the timing and market acceptance
of  UTMD's  own  new  product  introductions,   UTMD's  ability  to  efficiently
manufacture  its products,  including the  reliability of suppliers,  success in
gaining access to important global distribution channels, budgetary constraints,
the timing of regulatory  approvals  for newly  introduced  products,  and third
party reimbursement.

  Risk factors,  in addition to the risks outlined in the previous paragraph and
elsewhere in this report that may impact the Company's  assets and  liabilities,
as well  as cash  flows,  include  risks  inherent  to  companies  manufacturing
products used in healthcare  including claims resulting from the improper use of
devices  and  other  product   liability   claims,   defense  of  the  Company's
intellectual  property,   productive  use  of  assets  in  generating  revenues,
management  of working  capital  including  inventory  levels  required  to meet
delivery  commitments  at a minimum  cost,  and timely  collection  of  accounts
receivable.

  Additional  risk  factors  that may affect  non-operating  income  include the
continuing viability of the Company's technology license agreements, actual cash
and investment balances, asset dispositions, and acquisition activities that may
require external funding.

                                       11
<PAGE>

ITEM 2 - PROPERTIES

Office and Manufacturing Facilities.
  The  Company's  current  operations  are  located  in an 100,000  square  foot
facility  in Midvale,  Utah,  a suburb of Salt Lake City,  a 20,000  square foot
facility  in Redmond,  Oregon,  and a 77,000  square  foot  facility in Athlone,
Ireland.  UTMD owns its property and  facilities  in Utah and Ireland,  with the
exception  of a long-term  lease on one section of its Midvale  parking lot. The
Oregon facility is leased.

  UTMD is a  vertically-integrated  manufacturing company.  Capabilities include
silicone and plastics-forming operations including injection molding, insert and
over-molding,   thermoforming  and  extrusion;  sensor  production;  manual  and
automated assembly of mechanical,  electrical and electronic  components;  parts
printing;   various  testing  modalities;   advanced  packaging  in  clean  room
conditions;  and a machine shop for mold-making and building  assembly tools and
fixtures.  Capabilities  also include an R&D laboratory for both  electronic and
chemical processes, software development resources,  communications and computer
systems networked real time internationally, and administrative offices.

ITEM 3 - LEGAL PROCEEDINGS

  The Company may be a party from time to time in  ordinary  routine  litigation
incidental to its business. The outcomes of lawsuits which are currently pending
are not  projected  to have a  materially  adverse  effect on  UTMD's  financial
condition or results of operations.

ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

  No matter was submitted to a vote of security holders through the solicitation
of proxies or otherwise  during the fourth quarter of the fiscal year covered by
this report.






                                       12
<PAGE>



                                    PART II.
                                    --------

ITEM 5 - MARKET  FOR THE  REGISTRANT'S  COMMON  EQUITY AND  RELATED  STOCKHOLDER
MATTERS.

Market Information.
  UTMD's common stock began trading on the Nasdaq Stock Market  (symbol:UTMD) on
March 8, 2000. Between December 26, 1996 and March 7, 2000, it traded on the New
York Stock Exchange (symbol: UM). It previously traded on the Nasdaq, also under
the UTMD  symbol.  The  following  table sets forth the high and low sales price
information as reported by NASDAQ and NYSE for the periods indicated:

                          2000                                 1999
                   High          Low                   High           Low
                 ---------     ---------            ----------      --------
1st Quarter      $ 8           $  6 3/16            $  7 1/4        $ 5 9/16
2nd Quarter        7 11/16        6 1/2                7 15/16        5 13/16
3rd Quarter        8 1/16         6 13/16              8 3/16         7
4th Quarter        8 9/16         6                    7 3/8          6 1/8

Stockholders.
  The approximate number of beneficial stockholders of UTMD's common stock as of
March 9, 2001 was 3,800.

Dividends.
  The Company  does not  currently  intend to pay cash  dividends  on its common
stock in the foreseeable  future.  It is the present intention of the Company to
use earnings to finance future growth, for selective infusions of technological,
marketing  or product  manufacturing  rights to broaden  the  Company's  product
offerings,  and for  continued  share  repurchases  when the  price of the stock
remains undervalued.




                                       13
<PAGE>



ITEM 6 - SELECTED FINANCIAL DATA.
  (in thousands, except per share data)
<TABLE>
<CAPTION>

                                     Year Ended December 31
                                     ----------------------

                                2000        1999       1998         1997         1996
                             ---------   ---------   ---------   ----------   ---------
<S>                          <C>         <C>         <C>         <C>          <C>
Net Sales                    $  27,193   $  29,444   $  27,677   $   24,272   $  38,673
Net Income                       5,373       5,468       4,858        4,322       8,754
Diluted Earnings Per Share         .90         .76         .59          .51         .93
Total Assets                    25,423      27,756      31,968       31,459      28,916

Long-term Debt                  10,000       5,934       3,098        5,571      None

Cash Dividends
Per Common Share                None        None        None         None        None

</TABLE>
<TABLE>
<CAPTION>


                                    Quarterly Data for 2000
                                    -----------------------


                             First Quarter    Second Quarter   Third Quarter   Fourth Quarter
                             -------------    --------------   -------------   --------------
<S>                          <C>              <C>              <C>             <C>
Net Sales                    $       6,666    $        6,956   $       6,882   $        6,690

Gross Profit                         3,671             3,873           3,829            3,752

Net Income                           1,226             1,383           1,410            1,354

Earnings Per Share - Diluted           .19               .22             .23              .27




                                    Quarterly Data for 1999
                                    -----------------------

                             First Quarter    Second Quarter   Third Quarter   Fourth Quarter
                             -------------    --------------   -------------   --------------
Net Sales                    $       7,018    $        7,320   $       7,568   $        7,539

Gross Profit                         3,687             3,870           4,104            4,135

Net Income                           1,200             1,349           1,487            1,433

Earnings Per Share - Diluted           .15               .18             .22              .22

</TABLE>




                                       14
<PAGE>



ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The following comments should be read in conjunction with accompanying financial
statements.  Dollar amounts are in thousands, except per-share amounts and where
noted.

Productivity of Assets and Working Capital.
  a) Assets.  Year-ending  total assets were more than 8% lower because  current
assets  declined $0.5 million as a result of reduced  levels of cash,  inventory
and receivables  related to the lower sales activity;  net fixed assets declined
$1.2 million as a result of depreciation  which exceeded new purchases;  and net
intangible  assets  declined $0.6 million  because  amortization of goodwill and
intellectual  property exceeded new  acquisitions.  2000 year-end net intangible
assets  represent  30% of total  assets.  Net  tangible  assets per NASDAQ  Rule
4450(a)(3)  is  defined as total  assets  (including  the value of  patents  and
trademarks,  but excluding the value of goodwill)  less total  liabilities.  Net
tangible assets at end of year 2000 were $5.5 million. Excluding the possibility
of new intangible assets from 2001 acquisitions, total asset productivity should
continue to improve in 2001 because sales are  projected to grow,  while working
capital  remains  about the same and net  property  plant and  equipment  (PP&E)
declines as depreciation exceeds the rate of new asset purchases.

  2000 net (after  accumulated  depreciation)  PP&E in Utah and Oregon decreased
$0.8 million,  while in Ireland decreased $0.4 million.  Consolidated PP&E asset
turns improved to 2.8 based on  year-ending  balances.  Productivity  of PP&E in
2001 should  continue to increase  since sales are  expected to increase and net
PP&E decrease,  as consolidated new capital expenditures are expected to be less
than one-half of 2001 depreciation.

  Inventory  turns  increased  slightly with lower sales in 2000 because average
inventory  dropped  14% in 2000  from  1999.  Management  expects  to be able to
achieve its  objective  of 4.0 average  inventory  turns in 2001  because  sales
should  increase  without  the  need  for a  similar  increase  in  inventories.
Year-ending 2000 accounts receivable (A/R) balances declined 2%. Calculated days
in A/R were within  target at 53, based on 4Q 2000 shipment  activity.  Aged A/R
over 90 days from  invoice  date  increased to about 6% of total A/R at year end
from 3% at the end of 1999. The increase in the over 90 days receivables balance
is due mainly to normally slower paying overseas  distributors  who were current
at the  end of the  prior  year.  The  company  believes  these  older  A/R  are
collectible.

  The  working  capital  decline  of $0.5  million  in 2000 was the  result of a
reduction in current assets, as follows: $0.2 million cash, $0.1 million A/R and
$0.2 million inventories; with no change in current liabilities. UTMD expects to
internally  finance any working  capital growth needed to support 2001 growth in
sales activity.

  b) Liabilities.  At the end of 2000,  UTMD's total debt ratio was 51% compared
to 32% at the end of 1999. The total debt ratio is defined as total liabilities,
including current  liabilities,  deferred income taxes and the balance remaining
on  its  unsecured   line-of-credit   used  to  finance  share  repurchases  and
acquisitions, divided by total assets. Two influences caused the ratio increase:
the year ending line-of-credit  balance increased by $4.1 million because of the
third quarter 2000 tender offer in which UTMD financed a $9.2 million repurchase
of its shares, and the $2.3 million decrease in total assets. Without additional
share repurchases or new acquisitions,  UTMD expects to significantly reduce the
remaining line-of-credit balance in 2001, yielding a total debt ratio below 30%.

Results of Operations.
  a)  Revenues.  Annual consolidated revenues declined 7.6% in 2000.
      --------

  UTMD divides its U.S. sales into two channels:  "direct sales" which are sales
to  end  user  customers   through   UTMD's  direct  sales  force,   independent
commissioned   sales  reps,   specialty   distributors  and  national   hospital
distribution companies,  and "OEM sales" which are sales to other medical device
companies  where  products  are  resold  as  part of a  component  of a kit or a
repackaged  stand-alone  product.  As a percentage of U.S.  sales,  direct sales
represented  92% of 2000 sales  compared  to 91% in 1999,  and 89% in 1998.  OEM
sales represented 8% of 2000 U.S. sales compared to 9% in 1999, and 11% in 1998.
Global consolidated sales adds foreign sales to U.S. sales. In each of the three
years 1998-2000, U.S. direct sales represented 74% of global consolidated sales.

                                       15
<PAGE>

  Foreign  sales in 2000,  despite a stronger  U.S.  dollar,  were 20% of global
consolidated sales compared to 19% in 1999, and 17% in 1998. Ob/Gyn and neonatal
product sales were 28% of 2000 foreign sales compared to 23% in 1999, and 21% in
1998.  Foreign sales of Ob/Gyn and neonatal products  increased 17%, and totaled
$1.5 million for 2000.  Ireland operations shipped 64% of foreign sales (in U.S.
dollar terms) in 2000  compared to 61% in 1999,  and 62% in 1998. In Irish pound
terms,  shipments  from UTMD Ltd.  (Ireland)  were up 17%  compared to the prior
year. In dollar terms,  Ireland  shipments  were up 2%. Total foreign sales were
down  $0.1  million  because  sales of the  blood  pressure  monitoring  (BPM) &
accessory products  representing 72% of foreign sales were down $0.3 million, or
8%, relative to the prior year.

  UTMD  categorizes  its sales into four  product-line  groups:  1)  obstetrics,
comprised  of labor  and  delivery  management  tools for  monitoring  fetal and
maternal  well-being,  for improving clinician safety and for ease in performing
delivery procedures;  2)  gynecology/electrosurgery/urology,  comprised of tools
for  gynecological   office/clinician  practices,  including  LETZ,  endometrial
sampling,  diagnostic laparoscopy, and other MIS procedures;  specialty excision
and incision tools;  conservative  urinary  incontinence  therapy  devices;  and
urology tools; 3) neonatal,  comprised of devices for gaining  vascular  access,
administering vital fluids, maintaining a neutral thermal environment, and other
specialized  tools  used in the  care of  critically-ill  infants;  and 4) blood
pressure  monitoring/accessories/other,   comprised  of  specialized  tools  for
invasively  monitoring  blood  pressure  on a  continuous  basis  with  pressure
transducer  systems,  along  with other  products  sold on an OEM basis to other
companies.  In these four categories,  UTMD's primary revenue contributors often
enjoy a dominant market share and typically have differentiated product features
protected by patents.

  Sales in the obstetrics product category decreased 10% in 2000 and represented
46% of total sales.  Obstetrics  sales were $12,499 compared to $13,926 in 1999,
and $14,635 in 1998. Direct sales of the market-leading IUP catheter,  Intran(R)
Plus,    declined   9%   under   active    competition   from   cheaper,    less
clinically-effective  products. Sales of vacuum-assisted delivery systems (VADS)
decreased 14% in 2000,  apparently due to lower  utilization by U.S.  hospitals.
UTMD agrees with ACOG (The American  College of  Obstetricians &  Gynecologists)
that using VADS remains the trained  physician's  best choice in many  operative
deliveries, and will increase its educational programs in 2001.

  Gynecology/   electrosurgery/   urology   product   sales  grew  2%  in  2000,
representing  17% of  total  revenues.  Gyn/ES/Uro  sales  were  $4,552  in 2000
compared  to $4,454 in 1999,  and $4,174 in 1998.  A number of UTMD  products in
this fragmented category are highly differentiated,  and should continue to grow
as physicians learn more about them.

  Year 2000 global  neonatal  product  sales were  $3,782  compared to $3,807 in
1999, and $1,899 in 1998.  Neonatal  product sales include the neonatal  product
line of Gesco International acquired in July 1998, the Bard Access Systems (BAS)
Per-Q-Cath(R) neonatal PICC,  Disposa-Hood(TM) and the neonatal Deltran(R) Plus.
UTMD's 2000 neonatal  product sales  remained  about the same as 1999  primarily
because sales of the  Per-Q-Cath(R)  PICC  declined  $0.1  million.  The decline
resulted  from  the fact  that  BAS did not  honor  its  exclusive  distribution
agreement with UTMD for hospital  NICUs,  which  agreement was part of the GESCO
acquisition.  UTMD  believes  that an effective  PICC is an important  part of a
neonatal intensive care product line, and that its new GESCO PICC,  released for
marketing by the FDA at the beginning of fourth  quarter  2000,  will be able to
regain lost  Per-Q-Cath  sales,  and more,  as a result of UTMD's  PICC  product
development improvements.

  BPM and accessories and other miscellaneous OEM sales (BPM) represented 23% of
consolidated 2000 sales compared to 25% in both 1999 and 1998. Sales were $6,360
compared to $7,258 in 1999, and $6,970 in 1998.  Sales declined $0.9 million due
to several factors relating to OEM customers:  1) sales of stopcock  accessories
to Baxter  declined  $0.3  million,  2) CMI  subcontract  molding  declined $0.1
million,  and 3) foreign sales of primarily  flush device  accessories  declined
$0.5 million.  Except for the Baxter  business,  UTMD expects its 2001 BPM sales
will return to higher levels as UTMD continues to enjoy a stable and significant
demand for its well-regarded BPM products, particularly overseas.

                                       16
<PAGE>

  b) Gross profits.  UTMD's average 2000 gross profit margin (GPM),  the surplus
remaining after subtracting  costs of manufacturing  products from net revenues,
was a Company  record 55.6%  compared to 53.6% in 1999,  and 51.2% in 1998.  The
1999 GPM was the previous record.  Gross margin improvements were led by process
experience, product design improvements,  better materials management and better
utilization  of overhead  costs.  UTMD  management  believes  that  achieving an
average GPM about 55% is necessary to successfully support the significant sales
and marketing,  research and development, and administrative expenses associated
with a growth company in a highly complex and competitive  marketplace.  Looking
forward to 2001,  management  believes  it can  achieve  its  targeted  55% GPM.
Expected  favorable  influences include growth in sales volume without a similar
increase in overhead  expenses,  a larger  percentage of total sales from higher
margin  products and a continued  emphasis on  reengineering  products to reduce
costs.  Unfavorable influences are expected to be continued competitive pressure
on pricing and higher wage rates.

  c) Operating  Profit.  Operating  profit,  or income from  operations,  is the
surplus  remaining  after  subtracting  operating  expenses from gross  profits.
Operating  expenses  are  subdivided  into  sales,  general  and  administrative
expenses  (SG&A) and  research  and  development  expenses  (R&D).  UTMD further
divides SG&A into the two  categories of sales and marketing  expenses (S&M) and
general and administrative  expenses (G&A).  Despite the decrease in sales, 2000
operating  profits  increased  1% to $8,367 from  $8,282 in 1999,  and $6,623 in
1998. Total operating  expenses were 24.9% of sales in 2000 compared to 25.5% of
sales in  1999,  and  27.3% in 1998,  demonstrating  the  Company's  ability  to
effectively manage its expenses.

  SG&A expenses in 2000 decreased to 22.8% of revenues from 23.1% of revenues in
1999, and 23.9% in 1998. In dollar terms SG&A expenses decreased to $6.2 million
in 2000 from $6.8 million in 1999,  and $6.6  million in 1998.  The G&A expenses
portion,  which includes the Company's  costs of litigation and  amortization of
goodwill associated with acquisitions  (GWA),  decreased to $2.9 million in 2000
from $3.0 million in 1999,  and $2.7 million in 1998.  GWA in both 2000 and 1999
was $569,  compared to $433 in 1998.  Looking forward,  GWA in 2001 will be $569
with no new  acquisitions.  Since the result of the acquisitions were additional
new marketable  products for UTMD, the GWA expenses can be regarded as surrogate
R&D expenses captured in G&A.

  S&M  expenses  are the costs of  communicating  our  differences  and  product
advantages,  as well as providing training and other customer service in support
of the use of UTMD's products. Although revenues and GPMs increase when the same
unit  sales  are made by  directly  employed  sales  representatives  in lieu of
independent distributors or OEM customers, S&M operating expenses increase as an
offset.  Contract  administration  fees  paid to GPOs are also  included  in S&M
expenses.  Year 2000 S&M  expenses  decreased  to $3.2 million in 2000 from $3.8
million in 1999,  and $3.9  million in 1998,  as UTMD  rationalized  the lack of
effectiveness of its direct sales people. Although UTMD expects higher GPO fees,
increased  advertising expenses and new marketing  initiatives in 2001 that were
not  incurred in 2000,  UTMD plans to manage its S&M expenses as a ratio of 2001
sales to remain consistent with the previous year.

  R&D expenses in 2000 were 2.1% of sales compared to 2.4% of sales in 1999, and
3.4% in 1998.  In dollar  terms R&D  expenses  decreased to $0.6 million in 2000
from $0.7 million in 1999, and $0.9 million in 1998. Year 2000 projects included
completion  of  development  of  the  GESCO  PICC,  continued  improvements  and
augmentations to the GESCO neonatal  product line,  development of a proprietary
OEM product,  continued collaborative work with manufacturing on improvements to
UTMD's   established   products,   technical  review  and  analysis  of  various
acquisition  opportunities  and  focused  development  of  several  new  product
concepts  approved for internal R&D  projects.  The  resulting  improvements  in
materials and  configuration  of components was evident in UTMD's  substantially
improved  GPMs. In 2001,  UTMD will  opportunistically  invest R&D resources and
make R&D  expenditures  where  management  anticipates  it can get a significant
return on its investments with future new product sales. Those expenses are most
likely to be in the range of 2%-6% of 2001 sales.

                                       17
<PAGE>

  d)  Non-operating   income.   Non-operating  income  includes  royalties  from
licensing  UTMD's  technology to other companies,  rent from leasing  unutilized
property  to others,  interest  earned and  capital  gains  from  investing  the
Company's  cash,  and  gains  or  losses  from  the  sale of  assets  offset  by
non-operating  expenses  like  interest  expenses and bank fees on the revolving
line-of-credit.  Non-operating  income in 2000 was $53, compared to $263 in 1999
and $900 in 1998.  There were unusual  payments  received in 1998 for the use of
UTMD's pressure  monitoring  technology,  which are subject to a confidentiality
agreement,  which were  nonrecurring in 1999 and 2000.  Royalties  received were
$452 in 2000, $529 in 1999 and $678 in 1998. Royalties received vary from period
to period  depending on the desire and/or success of other  companies in selling
products  licensed by UTMD,  and the  remaining  life of the  patents.  Interest
expenses  and bank  fees  associated  with  the  line-of-credit,  which  reduced
non-operating income, were $499 in 2000, $307 in 1999 and $318 in 1998. Assuming
current  interest  rates are about average for the whole year of 2001 and no new
borrowing, management expects 2001 net non-operating income to be about the same
as 2000.

  Earnings  before  income taxes (EBT) result from adding  UTMD's  non-operating
income to its  operating  profits.  EBT  dollars in 2000 were 1.5% lower than in
1999 mainly because  non-operating  income was $0.2 million lower as a result of
the interest cost of financing a major  repurchase  of shares.  In dollar terms,
EBT  decreased to $8.4 million in 2000 from $8.5 million in 1999 when sales were
8%  higher,  up from $7.5  million  in 1998 when sales were about the same as in
2000. As a percentage of sales,  2000 EBT were 31.0% compared to 29.0% and 27.2%
in 1999 and 1998,  respectively.  The  exceptional  2000 EBT  performance  was a
Company record,  excluding 1996 when EBT at 35.3%  benefitted from $1,782 higher
unusual non-operating income which represented 4.6% of 1996 sales. The resulting
profit dollars are equivalent to profits generated by well-performing  companies
with twice or more the sales of UTMD.  UTMD  management  continues to target EBT
near 30% of sales in 2001.

  e) Net Income, EPS and ROE. Net income is EBT minus income taxes. After income
taxes,  2000 net income  was  $5,373,  compared  to $5,468 in 1999 and $4,858 in
1998. The effective  income tax rate in 2000 was 36.2% compared to 36.0% in 1999
and 35.4% in 1998. Year to year  fluctuations in the tax rate have resulted from
1) the use of a foreign  sales  corporation,  2) amount  of  exercised  employee
options  which  result  in a tax  benefit  to the  Company,  3)  differences  in
distribution  of state income taxes,  4)  differences  in  profitability  of the
Ireland  subsidiary  which  is  taxed  at a 10%  rate on  exported  manufactured
products, 5) changes in the amount of non-deductible  goodwill expense resulting
from an  acquisition,  and 6) other  factors  such as R&D tax credits and actual
litigation  costs  versus  accrued   expenses.   The  amortization  of  goodwill
associated  with  the  1997  Columbia  Medical,  Inc.  acquisition  is  not  tax
deductible. Similar to EBT, UTMD's net income expressed as a percentage of sales
ranks in the top tier of all U.S. publicly-traded  companies at 20%, 19% and 18%
for years 2000, 1999 and 1998, respectively.

  Earnings  per share  (EPS) is net  income  divided  by the number of shares of
stock  outstanding  (diluted to take effect for stock options awarded which have
exercise prices below the applicable period average market value).  Diluted 2000
EPS were up 18% to $.90  compared to $.76 in 1999,  and were up 53%  compared to
$.59 in 1998 when sales were about the same.  The  combination of higher profits
and substantially fewer shares created a significant  improvement in shareholder
value in the form of higher EPS. UTMD management  believes  shareholder value is
improved  primarily by  consistently  increasing  EPS. The end of 2000  weighted
average  number of diluted  common shares (the number used to calculate  diluted
EPS)  were  5,978  compared  to  7,197  and  8,273  shares  in  1999  and  1998,
respectively.  Actual  outstanding  common  shares as of December  31, 2000 were
5,003.  Future EPS will continue to benefit from recent share  repurchases.  The
favorable  trade-off  in increased  EPS as a result of  decreased  non-operating
income as a result of  financing  costs  should be  evident.  EPS can be further
increased by investing current net income to increase future net profits through
expanding  the  number  of  differentiated   products  and  profitable  business
operations, or by repurchasing stock, thereby reducing the number of outstanding
shares.

  Return on shareholders'  equity (ROE) is the portion of net income retained by
UTMD to  internally  finance  its  growth,  divided by the  average  accumulated
shareholders'  equity  during the  period.  This ratio  determines  how fast the
Company can afford to grow without adding  external  financing that would dilute
shareholder  interests.  For  example,  a 20% ROE will  financially  support 20%
growth in  revenues.  In UTMD's  opinion,  achieving  growth in revenues and EPS
without diluting  shareholder  interests maximizes  shareholders'  value. ROE in
2000 was 34%, and has averaged 30% for the last fourteen years.

                                       18
<PAGE>

Cash Flows and Capital Resources.
  a) Cash flows.  EBITDA  (EBT,  plus  non-cash  depreciation  and  amortization
expenses,  asset dispositions and interest expense and bank fees associated with
the  line-of-credit)  is the term used for  measuring  a  company's  ability  to
generate  cash.  UTMD's EBITDA in 2000 was $11.1  million,  or 41% as a ratio of
sales,  a Company  record.  EBITDA has  averaged 38% of sales over the last five
years. The extraordinarily  strong cash generation  performance  resulted from a
combination of excellent  operating earnings,  a substantial  non-cash charge to
earnings from  amortization  of goodwill and royalty  income from others' use of
UTMD's  technology.  Because  of EBITDA  performance  in 2000,  UTMD was able to
purchase  $250 in intangible  assets,  $350 in net new property and equipment to
maintain  its  facilities,  equipment  and  tooling  in good  working  order and
repurchase  $11,598 worth of its shares,  about a 22% net reduction,  while only
increasing  its  bank  revolving  line-of-credit  balance  by $4.1  million.  To
complete  the cash flow  picture,  the Company  received  $85 from  exercises of
employee options.

  Cash (and equivalent)  balances were $414 at the end of 2000. UTMD effectively
maintains   zero-balance   "sweep"  cash  account  balances  that  minimize  the
line-of-credit  balance,  except for amounts held to meet operating requirements
in Ireland and separate physical reserves set aside for litigation  expenses and
other contractual commitments where cash has been committed.

  Net  cash  provided  by  operating   activities,   including  adjustments  for
depreciation  and other  non-cash  operating  expenses,  along  with  changes in
working capital,  totaled $7,825 in 2000,  compared to $9,101 in 1999 and $9,463
in 1998. A smaller decrease  (adjusted for exchange rate changes) in inventories
during 2000 was the largest contributor to the change compared to prior years.

  Financing  activities in 2000 provided  additional  cash of $4,066 through the
bank line-of-credit. A total of 1,463,032 shares of stock were repurchased at an
average cost,  including  commissions,  of $7.93/ share,  using $11,598 in cash.
UTMD  received  $85 in cash  from the sale of  12,524  shares  of stock  through
employee option exercises at an average price of $6.82 per share.

  Management   believes  that  future  income  from   operations  and  effective
management  of working  capital  will  provide the  liquidity  needed to finance
growth plans and repay debt. Planned 2001 capital  expenditures,  expected to be
in the range of $500,  will  keep  facilities,  equipment  and  tooling  in good
working order. In addition to the capital  expenditures,  UTMD plans to use cash
in  2001  for  selective  infusions  of  technological,   marketing  or  product
manufacturing  rights to broaden the Company's product offerings,  for continued
share  repurchases  if the  price of the  stock  remains  undervalued,  and,  if
available for a reasonable  price,  acquisitions  that  strategically fit UTMD's
business and are accretive to performance. UTMD plans to use any cash not needed
for the above pursuits during the remainder of 2001 to reduce the line-of-credit
balance.  The revolving  credit line will continue to be used for liquidity when
the timing of  acquisitions  or  repurchases  of stock require a large amount of
cash in a short period of time.

Management's Outlook.
  In 2001,  UTMD intends to improve its direct U.S. sales team as a resource for
achieving  UTMD's  objectives  to help  clarify  clinician  needs,  responsively
provide  excellent  solutions  for those needs,  and assure  timely  support for
clinical  customers' use of UTMD's solutions.  To be successful in its marketing
efforts,  UTMD must engage  physicians  with the  information  they need to make
important  judgments about using certain products in obtaining  optimal clinical
outcomes,  which  include  minimizing  risk  of  complications  and  unnecessary
procedures.  It is difficult  for UTMD to find medical  device  salespeople  who
understand  that  hospital  administrators  are  not  the  best  target  for the
Company's sales approach.

  UTMD needs to do a better job differentiating itself from its competitors. The
reliability   and   performance  of  UTMD's  products  is  high  and  represents
significant clinical benefits as well as minimal total cost of care.  Physicians
do care about the  well-being  of their  patients,  but their time is limited to
evaluate choices,  and they have hospital  administrators to deal with who often
look at the  initial  price of a product,  period.  UTMD needs to  simplify  its
communications  with clinical  customers,  and in 2001 we will vigorously accept
this challenge.

  In the  U.S.,  UTMD  will  also  continue  to  leverage  its  reputation  with
physicians,  who use its  products  in  specialty  hospital  areas,  outside the
hospital in their office practices.  Internationally,  where UTMD must depend on
the knowledge,  focus,  relationships  and energy of  independent  distributors,
management will continue to closely  monitor  performance and recruit needed new
business partners.  In 2001, UTMD expects its Ireland subsidiary,  which shipped
64% of foreign sales in 2000, to continue its important  contribution to overall
performance.

                                       19
<PAGE>

  Internally  generated cash flow impacts shareholder value to the extent it can
be used to drive  marketing and new product  development  programs that grow the
business,  fund  attractive  acquisitions,  or be returned to investors  through
dividends or share  repurchases.  Many financial analysts agree that a company's
value is not based on historical sales or earnings,  but rather the certainty of
its future  cash flow.  In 2000,  UTMD  again  demonstrated  a high cash flow by
achieving  record EBITDA  performance of 41% of sales. In 1999 and 1998,  EBITDA
was 37% and 36% of  sales,  respectively.  Over the last  four  calendar  years,
UTMD's cash flow  funded  several  significant  events:  1) a net $30.3  million
(after all option exercises) repurchase of 3.8 million of its shares yielding an
average  cost of $8.00  per share  including  commissions  and other  repurchase
costs;  2) two  acquisitions  costing $11.5  million which  accounted for 22% of
total sales in 2000; and 3) R&D spending of $3.2 million. Historically, UTMD has
been able to achieve outstanding cash flow.

  In 2001,  management plans to extend UTMD's  excellent EBITDA  performance for
another  year.  In a  competitive  marketplace,  UTMD has built and  intends  to
successfully  defend a dominant  market  franchise in the most special  areas of
hospitals caring for mothers and their babies,  with  differentiated  and highly
effective products under  well-recognized  brands. Given the awareness of UTMD's
brands, the Internet will increasingly become an effective  distribution tool to
circumvent   anticompetitive   bureaucratic  market  forces.  UTMD's  sales  and
marketing   resources  will  employ  the  Internet,   along  with  other  varied
initiatives  to  maintain  and further  build  UTMD's  differentiation  from its
competitors. Our vision is contrary to that of industry analysts who believe the
"Walmartization"  of the  medical  device  industry is  inevitable.  We will not
devote resources to pursue  undifferentiated  products and services; nor will we
devalue our differentiated solutions to providing better healthcare.

  UTMD's  2000  ending  share  price of $7.50 was up 11%  relative to the end of
1999. The NASDAQ Composite, S&P 500 Index and DJIA were down -39%, -10% and -6%,
respectively.  EPS in 2000 were up 18%, and have grown  annually at a compounded
rate of 21% since 1997. With 2000 EPS of $.90, UTMD's year-end price to earnings
ratio (PER) was 8.3, still well below the average market multiple.  For example,
if the average market multiple  declines to 15 in a recessionary  environment in
2001,  UTMD's PER  multiple  could still  expand to 12 and remain well below the
market average.

Accounting Policy Changes
  In June 1999, the Financial Accounting Standards Board (FASB) issued Statement
of Financial  Accounting  Standards  (SFAS) No. 137,  "Accounting for Derivative
Instruments  and  Hedging  Activities-  Deferral of the  Effective  Date of FASB
Statement No. 133." SFAS 133 establishes  accounting and reporting standards for
derivative  instruments and requires recognition of all derivatives as assets or
liabilities  in the  statement of financial  position and  measurement  of those
instruments at fair value.  SFAS 133 is now effective for fiscal years beginning
after June 15, 2000. UTMD believes that the adoption of SFAS 133 will not have a
material effect on the financial statements of the Company.

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The  Company  has  manufacturing   operations,   including  assets,  in  Ireland
denominated in Irish Pounds, and sells products under agreements  denominated in
various Western  European  currencies.  The Irish Pound and other currencies are
subject to exchange rate  fluctuations  that are beyond the control of UTMD. The
exchange rate for the Irish Pounds was .8354, .7828 and .6720 per U.S. Dollar as
of December 31, 2000, 1999 and 1998, respectively.  Please see Note 1, page F-9.
UTMD manages its foreign currency risk without separate hedging  transactions by
converting currencies as transactions occur.


ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

See index to financial statements and financial statement schedule at page F-1.


ITEM 9 -  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

None.


                                       20
<PAGE>



                                    PART III.
                                    --------

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The information  from the definitive proxy statement of the registrant under the
caption,  "PROPOSAL  NO. 1.  ELECTION OF  DIRECTORS:  General,"  "Directors  and
Nominees,"   "Executive   Officers,"   and   "Compliance   with   Exchange   Act
Requirements,"  is  incorporated  herein by reference,  expressly  excluding the
material set forth under the subcaptions  "Report of the Compensation and Option
Committee" and "Stock Performance Chart."

ITEM 11 - EXECUTIVE COMPENSATION.

The information  from the definitive proxy statement of the registrant under the
caption,  "PROPOSAL  NO. 1.  ELECTION  OF  DIRECTORS:  Executive  Compensation,"
"Compensation  and  Option  Committee  Interlocks  and  Insider  Participation,"
"Employment Agreements,  Termination of Employment,  and Change in Control," and
"Director's  Compensation"  is  incorporated  herein  by  reference,   expressly
excluding  the  material  set  forth  under  the  subcaptions   "Report  of  the
Compensation and Option Committee" and "Stock Performance Chart."

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The information  from the definitive proxy statement of the registrant under the
caption,  "PROPOSAL  NO.  1.  ELECTION  OF  DIRECTORS:   Security  Ownership  of
Management and Certain Persons" is incorporated herein by reference.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None.



                                       21
<PAGE>



                                    PART IV.
                                    --------

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

  (a) The following  documents are filed as part of this report or  incorporated
herein by reference.

     1.   Financial Statements.

          (See Index to Consolidated Financial Statements at page F-1.)

     2.   Supplemental Schedule.

          Financial   Statement   Schedules   are  omitted   because   they  are
          inapplicable or the required  information is otherwise included in the
          accompanying Financial Statements and the notes thereto.

     3.   Exhibits.


<TABLE>
<CAPTION>

                SEC
Exhibit #   Reference #     Title of Document                                           Location
---------   -----------     -----------------                                           --------

<S>         <C>            <C>                                                          <C>
    1           3           Articles of Restatement of the Articles of                  Incorporated by
                            Incorporation                                               Reference(1)

    2           3           Bylaws                                                      Incorporated by
                                                                                        Reference(1)

    3           4           Rights Agreement dated as of October 28, 1994,              Incorporated by
                            between Utah Medical Products, Inc., and                    Reference(1)
                            Registrar and Transfer Company

    4           4           Designation of Rights, Privileges, and Preferences          Incorporated by
                            of Series "A" Preferred Stock                               Reference(1)

    5          10           Employment Agreement dated December 21, 1992                Incorporated by
                            with Kevin L. Cornwell*                                     Reference(2)

    6          10           Amendment, effective May 15, 1998, to Employment            Incorporated by
                            Agreement dated December 21, 1992 with Kevin L.             Reference(3)
                            Cornwell*

    7          10           Utah Medical Products, Inc., 1986 Incentive                 Incorporated by
                            Stock Option Plan*                                          Reference(2)

    8          10           Utah Medical Products, Inc., 1994 Employee                  Incorporated by
                            Incentive Stock Option Plan*                                Reference(1)

    9          10           Utah Medical Products, Inc., 1993 Directors'                Incorporated by
                            Stock Option Plan                                           Reference(1)

   10          10           Utah Medical Products, Inc., Performance                    Incorporated by
                            Option Plan*                                                Reference(1)

   11          10           Business Loan Agreement, dated April 14, 2000               Incorporated by
                            Between Utah Medical Products, Inc and Key Bank             Reference(4)
                            National Association

   12          21           Subsidiaries of Utah Medical Products, Inc.                 Incorporated by
                                                                                        Reference(5)

   13          23           Consent of Tanner + Co., Company's independent              This Filing
                            auditors for the years ending December 31, 2000,
                            December 31, 1999, and December 31, 1998


                                       22
<PAGE>


<FN>

*    Management contract or compensatory plan or arrangement required to be filed pursuant to Item 14(c).

          (1)  Incorporated by reference from the Company's registration statement on form S-8 filed
               with the Commission effective February 10, 1995.

          (2)  Incorporated  by reference  from the Company's  annual report on form 10-K filed with
               the Commission for the year ended December 31, 1992.

          (3)  Incorporated  by reference  from the Company's  annual report on form 10-K filed with
               the Commission for the year ended December 31, 1998.

          (4)  Incorporated by reference from the Company's quarterly report on form 10-Q filed with
               the Commission for the quarter ended March 31, 2000.

          (5)  Incorporated  by reference  from the Company's  annual report on form 10-K filed with
               the Commission for the year ended December 31, 1999.
</FN>
</TABLE>


(b)   Reports on Form 8-K.
      On  January  29,  2001,  UTMD  filed a report on Form 8-K,  Item 5,  Other
Events, providing additional financial information prior the filing of this Form
10-K.
      On  November  17,  2000,  UTMD  filed a report on Form 8-K,  Item 5, Other
Events, reporting its October 31, 2000 balance sheet,  demonstrating that it was
in compliance  with Nasdaq Market  Marketplace  Rule  4450(a)(3)  which requires
issuers to maintain net  tangible  assets of at least $4.0  million.  UTMD's net
tangible assets were $4.3 million at October 31, 2000,  compared to $3.9 million
at September 30, 2000.


                                       23
<PAGE>



                                   SIGNATURES

   Pursuant  to the  requirements  of  Section  13 or  15(d)  of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned this 24th day of March, 2001.

                                UTAH MEDICAL PRODUCTS, INC.



                          By: /s/ Kevin L. Cornwell
                             --------------------------------------
                             Kevin L. Cornwell
                             Chairman and CEO



                          By: /s/ Greg A. LeClaire
                             --------------------------------------
                             Greg A. LeClaire
                             Chief Financial Officer


   Pursuant to the  requirements  of the Securities  Exchange Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities indicated on this 24th day of March, 2000.




                          By: /s/ Stephen W. Bennett
                             --------------------------------------
                             Stephen W. Bennett, Director



                          By: /s/ Kevin L. Cornwell
                             --------------------------------------
                             Kevin L. Cornwell, Director



                          By: /s/ Ernst G. Hoyer
                             --------------------------------------
                             Ernst G. Hoyer, Director



                          By: /s/ Barbara A. Payne
                             --------------------------------------
                             Barbara A. Payne, Director



                          By: /s/ Paul O. Richins
                             --------------------------------------
                             Paul O. Richins, Director


                                       24
<PAGE>





UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
December 31, 2000 and 1999
Consolidated Financial Statements



<PAGE>






                                    UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES

                                      Index to Consolidated Financial Statements

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





                                                                        Page
                                                                        ----

Independent Auditors' Report                                             F-2


Consolidated balance sheet                                               F-3


Consolidated statement of income                                         F-4


Consolidated statement of stockholders' equity                           F-5


Consolidated statement of cash flows                                     F-6


Notes to consolidated financial statements                               F-8





                                      F-1


<PAGE>






                          INDEPENDENT AUDITORS' REPORT







To the Board of Directors and Stockholders
of Utah Medical Products, Inc.


We have audited the consolidated balance sheet of Utah Medical Products, Inc. as
of  December  31,  2000 and 1999,  and the related  consolidated  statements  of
income,  stockholders'  equity,  and cash flows for the years ended December 31,
2000,  1999  and  1998.  These   consolidated   financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position  of Utah  Medical
Products,  Inc.  as of  December  31,  2000 and 1999,  and the  results of their
operations and their cash flows for the years ended December 31, 2000,  1999 and
1998 in conformity with generally accepted accounting principles.





/s/ Tanner + Co.


Salt Lake City, Utah
January 16, 2001


                                      F-2

<PAGE>






                                    UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
                                                      Consolidated Balance Sheet
                                                                  (In Thousands)

                                                                    December 31,
--------------------------------------------------------------------------------


              Assets                                         2000         1999
              ------                                       ---------    --------

Current assets:
     Cash                                                  $    414    $    647
     Accounts receivable, net (note 2)                        3,979       4,077
     Inventories (note 2)                                     3,005       3,190
     Prepaid expenses and other current assets                  137         165
     Deferred income taxes (note 6)                             529         459
                                                           ---------    --------

                  Total current assets                        8,064       8,538

Property and equipment, net (note 3)                          9,789      11,013

Other assets, net (note 2)                                    7,570       8,205
                                                           ---------    --------

                  Total                                    $ 25,423    $ 27,756
                                                           ---------    --------
--------------------------------------------------------------------------------

              Liabilities and Stockholders' Equity
              ------------------------------------

Current liabilities:
     Accounts payable                                      $    683    $    544
     Accrued expenses (note 2)                                1,963       2,117
                                                           ---------    --------

                  Total current liabilities                   2,646       2,661

Notes payable (note 4)                                       10,000       5,934
Deferred income taxes (note 6)                                  430         372
                                                           ---------    --------

                  Total liabilities                          13,076       8,967
                                                           ---------    --------

Commitments and contingencies (notes 5 and 10)                 --          --

Stockholders' equity:
     Preferred stock $.01 par value; authorized 5,000
       shares; no shares issued or outstanding                 --          --
     Common stock $.01 par value; authorized 50,000
       shares; issued 5,003 shares in 2000 and
       6,453 shares in 1999                                      50          64
     Cumulative foreign currency translation adjustment      (1,559)     (1,250)
     Retained earnings                                       13,856      19,975
                                                           ---------    --------

                  Total stockholders' equity                 12,347      18,789
                                                           ---------    --------

                  Total                                    $ 25,423    $ 27,756
                                                           ---------    --------


See accompanying notes to consolidated financial statements.

                                      F-3


<PAGE>



                                    UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
                                                Consolidated Statement of Income
                                        (In Thousands, Except Per Share Amounts)

                                                        Years Ended December 31,
--------------------------------------------------------------------------------


                                                   2000        1999       1998
                                                 ---------  ---------  ---------

Net sales (notes 9 and 10)                       $ 27,193   $ 29,444   $ 27,677

Cost of sales (note 10)                            12,068     13,648     13,503
                                                 ---------  ---------  ---------

              Gross margin                         15,125     15,796     14,174

Expenses:
     Selling, general and administrative            6,190      6,795      6,605
     Research and development                         568        719        946
                                                 ---------  ---------  ---------

              Income from operations                8,367      8,282      6,623

Other income (expense):
     Dividend and interest income                      39         34         58
     Royalty income                                   452        529        678
     Interest expense                                (496)      (296)      (310)
     Other, net                                        58         (4)       474
                                                 ---------  ---------  ---------

              Income before income tax expense      8,420      8,545      7,523

Income tax expense (note 6)                        (3,047)    (3,077)    (2,665)
                                                 ---------  ---------  ---------

              Net income                         $  5,373   $  5,468   $  4,858
                                                 ---------  ---------  ---------

Earnings per common share (basic)
  (notes 7 and 8)                                $    .90   $    .76   $    .59
                                                 ---------  ---------  ---------

Earnings per common share (diluted)
  (notes 7 and 8)                                $    .90   $    .76   $    .59
                                                 ---------  ---------  ---------

Other comprehensive income - foreign
  currency translation net of taxes of
  $(109), $(252) and $50                             (200)      (489)        98
                                                 ---------  ---------  ---------

              Total comprehensive income         $  5,173   $  4,979   $  4,956
                                                 ---------  ---------  ---------


See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>
<TABLE>
<CAPTION>






                                                              UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
                                                            Consolidated Statement of Stockholders' Equity
                                                                                            (In Thousands)

                                                              Years Ended December 31, 2000, 1999 and 1998
----------------------------------------------------------------------------------------------------------


                                                                       Cumulative
                                                                        Foreign
                                          Common Stock     Additional   Currency
                                      --------------------- Paid-In    Translation   Retained
                                       Shares      Amount   Capital     Adjustment   Earnings     Total
                                      --------------------------------------------------------------------

<S>                                  <C>       <C>          <C>         <C>         <C>         <C>
Balance, January 1, 1998                8,305    $     83    $   --      ($   657)   $ 23,209    $ 22,635

Shares issued upon exercise of
employee stock options for cash             8        --            58        --          --            58

Tax benefit attributable to
appreciation of stock options            --          --             4        --          --             4

Common stock purchased and retired       (267)         (3)        (62)       --        (1,621)     (1,686)

Foreign currency translation             --          --          --           148        --           148
adjustment

Net income                               --          --          --          --         4,858       4,858
                                      --------------------------------------------------------------------

Balance, December 31, 1998              8,046          80        --          (509)     26,446      26,017

Shares issued upon exercise of
employee stock options for cash            13        --            98        --          --            98

Tax benefit attributable to
appreciation of stock options            --          --             5        --          --             5

Common stock purchased and retired     (1,606)        (16)       (103)       --       (11,939)    (12,058)

Foreign currency translation             --          --          --          (741)       --          (741)
adjustment

Net Income                               --          --          --          --         5,468       5,468
                                      --------------------------------------------------------------------

Balance, December 31, 1999              6,453          64        --        (1,250)     19,975      18,789

Shares issued upon exercise of
employee stock options for cash            13        --            85        --          --            85

Tax benefit attributable to
appreciation of stock options            --          --             7        --          --             7

Common stock purchased and retired     (1,463)        (14)        (92)       --       (11,492)    (11,598)

Foreign currency translation
  adjustments                            --          --          --          (309)       --          (309)

Net income                               --          --          --          --         5,373       5,373
                                      --------------------------------------------------------------------

Balance, December 31, 2000              5,003    $     50    $   --      ($ 1,559)   $ 13,856    $ 12,347
                                      --------------------------------------------------------------------



See accompanying notes to consolidated financial statements.

</TABLE>


                                      F-5

<PAGE>
<TABLE>
<CAPTION>



                                        UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
                                                Consolidated Statement of Cash Flows
                                                                      (In Thousands)

                                                            Years Ended December 31,
-------------------------------------------------------------------------------------

                                                       2000       1999         1998
                                                    --------------------------------
<S>                                                 <C>         <C>         <C>
Cash flows from operating activities:
  Net income                                        $  5,373    $  5,468    $  4,858
  Adjustments to reconcile net income to
    net cash provided by operating activities:
   Depreciation and amortization                       2,191       2,192       2,058
   (Recovery of) provision for losses on accounts
receivable                                               (16)         22
                                                                                  27
   (Gain) loss on disposal of assets                       1          (1)        438
   Deferred income taxes                                 (13)        (81)         52
   Tax benefit attributable to exercise
     of stock options                                      7           5           5
   (Increase) decrease in:
     Accounts receivable                                  57           1          55
     Accrued interest, grant claims, and other
       receivables                                       (12)        404          68
     Inventories                                         165         903       2,317
     Prepaid expenses and other current assets            27         (14)        (43)
   Increase (decrease) in:
     Accounts payable                                    149          21        (328)
     Accrued expenses                                   (147)        221          45
     Deferred revenue                                   --            (2)        (84)
                                                    --------------------------------
           Net cash provided by
           operating activities                        7,825       9,101       9,463
                                                    --------------------------------

Cash flows from investing activities:
  Capital expenditures for:
   Property and equipment                               (361)       (684)       (480)
   Intangible assets                                    (250)         (2)       (306)
  Proceeds from sale of property and equipment            11           1          12
  Net cash paid in acquisition                          --          --        (4,188)
                                                    --------------------------------
           Net cash used in
           investing activities                         (600)       (685)     (4,962)
                                                    --------------------------------

Cash flows from financing activities:
  Proceeds from issuance of common stock                  85          98          58
  Common stock purchased and retired                 (11,598)    (12,058)     (1,686)
  Increase (decrease) in note payable                  4,066       2,840      (2,470)
                                                    --------------------------------
           Net cash (used in) provided by
           financing activities                       (7,447)     (9,120)     (4,098)
                                                    --------------------------------

Effect of exchange rate changes on cash                  (11)        (16)         13
                                                    --------------------------------

Net (decrease) increase in  cash                        (233)       (720)        416

Cash at beginning of year                                647       1,367         951
                                                    --------------------------------

Cash at end of year                                 $    414    $    647    $  1,367
                                                    --------------------------------

See accompanying notes to consolidated financial statements.


                                      F-6
</TABLE>
<PAGE>






                                    UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
                                             Consolidated Statement of Cash Flow
                                                                  (In Thousands)
                                                                       Continued
--------------------------------------------------------------------------------


Supplemental disclosures of cash flow information:

                                                                     Years Ended
                                                                    December 31,
                                                 -------------------------------
                                                   2000        1999        1998
                                                 -------------------------------
Cash paid during the year for:

       Income taxes                               $3,308      $2,972      $2,197
                                                 -------------------------------

       Interest                                   $  496      $  296      $  310
                                                 -------------------------------

During the year ended December 31, 1998, the Company purchased assets from Gesco
International,  Inc.  The Company  paid cash,  and  recorded net assets from the
acquisition as follows:

     Inventory                                                          $   635
     Property and equipment                                                  48
     Intangibles                                                          3,505
                                                                        -------

                  Net cash investment                                   $ 4,188
                                                                        --------




See accompanying notes to consolidated financial statements.


                                      F-7
<PAGE>



                                    UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements

                                   Years Ended December 31, 2000, 1999, and 1998

--------------------------------------------------------------------------------
1. Summary of
   Significant
   Accounting
   Policies

               Organization
               Utah Medical  Products,  Inc. and its wholly owned  subsidiaries,
               principally   Utah  Medical   Products  Ltd.,  which  operates  a
               manufacturing  facility in Ireland,  and Columbia  Medical,  Inc.
               (the  Company) are in the  business of  producing  cost-effective
               devices for the health care industry.  The Company's  broad range
               of products  includes  those used in critical  care areas and the
               labor  and  delivery   departments  of  hospitals,   as  well  as
               outpatient clinics and physician's offices.  Products are sold in
               both domestic U.S. and international markets.


               Basis  of  Presentation
               Effective July 1, 1997, the Company  acquired  Columbia  Medical,
               Inc. (Columbia) in a purchase transaction. Operations of Columbia
               have been included in the consolidated  operations since the date
               of purchase.


               Principles of Consolidation
               The  consolidated  financial  statements  include  those  of  the
               Company  and its  subsidiaries.  All  intercompany  accounts  and
               transactions have been eliminated in consolidation.


               Cash and Cash Equivalents
               For purposes of the  consolidated  statement  of cash flows,  the
               Company considers cash on deposit and short-term investments with
               original  maturities  of three months or less to be cash and cash
               equivalents.


               Grant Claims Receivable
               Grant  claims  receivable   consists  of  amounts  due  from  the
               Industrial   Development   Agency  (Ireland)  under  capital  and
               employment grant agreements for the construction and operation of
               the Company's Ireland manufacturing facility.


               Inventories
               Finished  products,   work-in-process,   and  raw  materials  and
               supplies inventories are stated at the lower of cost (computed on
               a first-in, first-out method) or market (see Note 2).


               Property and Equipment
               Property  and  equipment  are  stated at cost.  Depreciation  and
               amortization   are   computed   using   the   straight-line   and
               units-of-production   methods  over  estimated  useful  lives  as
               follows:

                Building and improvements                        30-40 years
                Furniture, equipment, and tooling                 3-10 years



                                      F-8

<PAGE>




                                    UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

 1. Summary of
    Significant
    Accounting
    Policies
    Continued

               Intangible Assets
               Costs  associated  with the  acquisition of patents,  trademarks,
               goodwill,   license  rights,   and  non-compete   agreements  are
               capitalized  and amortized  using the  straight-line  method over
               periods ranging from 5 to 17 years.


               Income Taxes
               The  Company  accounts  for  income  taxes  under  SFAS No.  109,
               "Accounting  for  Income  Taxes,"  whereby   deferred  taxes  are
               computed under the asset and liability method.


               Earnings per Share
               The  computation  of basic  earnings per common share is based on
               the weighted  average  number of shares  outstanding  during each
               year.

               The computation of diluted  earnings per common share is based on
               the weighted average number of shares outstanding during the year
               plus the common  stock  equivalents  which  would  arise from the
               exercise of stock  options  and  warrants  outstanding  using the
               treasury  stock  method and the  average  market  price per share
               during the year.


               Translation of Foreign Currencies
               Assets and  liabilities of the Company's  foreign  subsidiary are
               translated into U.S. dollars at the applicable  exchange rates at
               year-end.  Income and expense items are translated at the average
               rate of exchange  during the year. Net gains or losses  resulting
               from the translation of the Company's  assets and liabilities are
               reflected as a separate component of stockholders' equity.


               Concentration of Credit Risk
               Financial  instruments which  potentially  subject the Company to
               concentration   of  credit  risk   consist   primarily  of  trade
               receivables.  In the  normal  course  of  business,  the  Company
               provides credit terms to its customers.  Accordingly, the Company
               performs   ongoing  credit   evaluations  of  its  customers  and
               maintains  allowances for possible  losses which,  when realized,
               have been within the range of management's expectations.



                                      F-9
<PAGE>



                                    UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

 1. Summary of
    Significant
    Accounting
    Policies
    Continued

               The  Company's  customer  base  consists  primarily of healthcare
               providers.  Although  the  Company is  directly  affected  by the
               well-being of the medical  industry,  management does not believe
               significant credit risk exists at December 31, 2000.

               The Company maintains its cash in bank deposit accounts which, at
               times, may exceed federally  insured limits.  The Company has not
               experienced  any losses in such  accounts  and believes it is not
               exposed  to  any  significant   credit  risk  on  cash  and  cash
               equivalents.


               Use of Estimates in the  Preparation of 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.


               Reclassifications
               Certain  changes  to the  presentation  of the 1998  consolidated
               financial  statement  have been made to conform with the 2000 and
               1999 presentation.



                                      F-10
<PAGE>


                                    UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

 2.Detail of
   Certain
   Balance
   Sheet
   Accounts

                                                               December 31,
                                                      --------------------------
                                                         2000            1999
                                                      --------------------------
Accounts receivable (in thousands):
     Trade receivables                                 $  3,979        $  4,074
     Grant claim receivables                                 42              51
     Accrued interest and other                              38               5
     Less allowance for
       doubtful accounts                                    (80)            (53)
                                                      --------------------------

                                                       $  3,979        $  4,077
                                                      --------------------------


Inventories (in thousands):
     Finished products                                 $    882        $    846
     Work-in-process                                        764             962
     Raw materials                                        1,359           1,382
                                                      --------------------------

                                                       $  3,005        $  3,190
                                                      --------------------------

Other assets (in thousands):
     Goodwill                                          $  8,533        $  8,533
     Patents                                              1,893           1,744
     License rights                                         293             293
     Trademarks                                             224             224
     Non-compete agreements                                 175              75
                                                      --------------------------

                                                         11,118          10,869
     Accumulated amortization                            (3,548)         (2,664)
                                                      --------------------------

                                                       $  7,570        $  8,205
                                                      --------------------------



Accrued expenses (in thousands):
     Payroll and payroll taxes                         $    858        $    956
     Reserve for litigation costs                           662             477
     Other                                                  443             684
                                                      --------------------------

                                                       $  1,963        $  2,117
                                                      --------------------------


                                      F-11
<PAGE>


                                    UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

 3. Property
      and
    Equipment

               Property and equipment consists of the following (in thousands):


                                                              December 31,
                                                       -------------------------
                                                          2000           1999
                                                       -------------------------

               Land                                     $    945       $    967
               Buildings and improvements                  7,328          7,549
               Furniture, equipment, and tooling          13,548         13,300
               Construction-in-progress                       54            161
                                                        -----------------------

                                                          21,875         21,977

               Accumulated depreciation and
               amortization                              (12,086)       (10,964)
                                                        -----------------------

                                                        $ 9,789        $ 11,013
                                                        ------------------------


               Included  in the  Company's  consolidated  balance  sheet are the
               assets  of its  manufacturing  facilities  in  Utah,  Oregon  and
               Ireland.  Property and equipment,  by location are as follows (in
               thousands):


                                                   December 31, 2000
                                    --------------------------------------------
                                      Utah        Oregon     Ireland       Total
                                    --------------------------------------------
          Land                      $    621    $   --      $    324    $    945
          Building and improvements    3,827          32       3,469       7,328
          Furniture, equipment,
             and  tooling             11,611       1,262         675      13,548
          Construction-in-progress        54        --          --            54
                                    --------------------------------------------

          Total                       16,113       1,294       4,468      21,875

          Accumulated depreciation
           and amortization         (10,428)       (959)       (699)    (12,086)
                                    --------------------------------------------

          Property and equipment,
            net                     $  5,685    $    335    $  3,769    $  9,789
                                    --------------------------------------------




                                                   December 31, 1999
                                    --------------------------------------------
                                       Utah       Oregon    Ireland      Total
                                    --------------------------------------------

          Land                      $    621    $   --      $    346   $    967
          Building and improvements    3,817          32       3,700      7,549
          Furniture, equipment,       11,309       1,253         738     13,300
            and tooling
          Construction-in-progress       161        --          --          161
                                    --------------------------------------------

          Total                       15,908       1,285       4,784     21,977


          Accumulated depreciation
            and amortization          (9,648)      (717)       (599)   (10,964)
                                    --------------------------------------------

          Property and equipment,
            net                     $  6,260    $    568    $  4,185   $ 11,013
                                    --------------------------------------------




                                      F-12
<PAGE>

                                    UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------


 4.  Notes
   Payable

               The Company has a bank line-of-credit  agreement which allows the
               Company to borrow a maximum  amount (in  thousands) of $14,500 at
               an  interest  rate  equal to either  the  bank's  LIBOR rate plus
               1.45%,  or 1.0% below the bank's prime rate.  The  line-of-credit
               matures  on April 14,  2002,  is  unsecured  and had  outstanding
               balances of (in  thousands)  $10,000  and $5,934 at December  31,
               2000 and 1999, respectively.


 5.Commitments
      and
   Contingencies



               Operating Leases The Company has an operating lease agreement for
               land  adjoining the  Company's  Utah facility for a term of forty
               years  commencing  on September 1, 1991. On September 1, 1996 and
               subsequent to each fifth lease year, the basic rental is adjusted
               for published  changes in a price index.  The Company also leases
               certain  buildings under  noncancelable  operating  leases.  Rent
               expense  charged  to  operations   under  these  operating  lease
               agreements was approximately (in thousands) $98, $103 and $75 for
               the years ended December 31, 2000, 1999 and 1998, respectively.


               Future  minimum  lease   payments   under  the  operating   lease
               obligations   as  of  December  31,  2000  were  as  follows  (in
               thousands):


                Year ending December 31:                         Amount
                -----------------------                         --------

                     2001                                       $     62
                     2002                                             35
                     2003                                             35
                     2004                                             35
                     2005                                             35
                     Thereafter                                      895
                                                                --------

                Total future minimum lease payments             $  1,097
                                                                --------

               Product Liability
               The Company is self-insured for product liability risk.


               Litigation
               The  Company  is  involved  in  lawsuits  which  are an  expected
               consequence  of its  operations  and in the  ordinary  course  of
               business.  The Company believes that pending  litigation will not
               have a materially  adverse  effect on its financial  condition or
               results of operations.


                                      F-13
<PAGE>


                                    UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------




6. Income Taxes

               Deferred  tax  assets  (liabilities)  consist  of  the  following
               temporary differences (in thousands):


                                                       December 31,
                                         -------------------------------------
                                                 2000                1999
                                         -------------------------------------
                                          Current    Long-  Current    Long-
                                                     term              term
                                         -------------------------------------

       Inventory write-down and unicap   $    153  $     -   $  153  $   -
       Allowance for doubtful accounts         27        -       18      -
       Accrued liabilities and reserves       278        -      250      -
       Other                                   71        -       38      -
                                         -------------------------------------

       Depreciation and amortization         -         (196)     -      (210)
       Earnings from subsidiary              -         (234)     -      (162)
                                         -------------------------------------

       Deferred income taxes, net        $    529     ($430) $  459    ($372)
                                         -------------------------------------




               The   components  of  income  tax  expense  are  as  follows  (in
               thousands):


                                              Years Ended
                                              December 31,
                                 --------------------------------------
                                   2000          1999            1998
                                 --------------------------------------

               Current           $  3,039    $   3,158         $2,613
               Deferred                 8          (81)            52
                                 --------------------------------------

               Total             $  3,047     $  3,077         $2,665
                                 --------------------------------------



               Income tax expense differed from amounts computed by applying the
               statutory   federal   rate  to  pretax   income  as  follows  (in
               thousands):


                                                       Years Ended
                                                       December 31,
                                           -------------------------------------
                                             2000         1999           1998
                                           -------------------------------------

               Federal income tax expense
                at the statutory rate      $  2,863     $  2,905       $   2,558
               State income taxes               436          427            376
               Foreign sales corporation        (79)         (75)           (76)
               Other                           (173)        (180)          (193)
                                           -------------------------------------

               Total                       $  3,047     $  3,077       $  2,665
                                           -------------------------------------



                                      F-14
<PAGE>


                                    UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

7.   Stockholders'
        Equity
       Options

               The Company has stock option plans which  authorize  the grant of
               stock  options  to  eligible  employees,   directors,  and  other
               individuals  to purchase up to an aggregate  4,300,000  shares of
               common  stock.  All  options  granted  under  the  plans  may  be
               exercised  between six months and ten years following the date of
               grant.  The plans are  intended  to advance  the  interest of the
               Company  by  attracting  and  ensuring   retention  of  competent
               directors,  employees,  and executive  personnel,  and to provide
               incentives to those individuals to devote their utmost efforts to
               the advancement of the Company.


               Changes in stock options were as follows:


                                                              Price Range
                                              Shares           Per Share
                                           -------------------------------------
            2000
            Granted                               96,200   $   6.63   -  $ 7.75
            Expired or canceled                  107,500       6.50   -   14.25
            Exercised                             12,524       6.50   -    7.75
            Total outstanding at December 31   1,074,833       6.50   -   14.25
            Total exercisable at December 31     821,462       6.50   -   14.25

            1999
            Granted                              267,000   $   6.50   -  $ 7.75
            Expired or canceled                  147,174       6.50   -   14.25
            Exercised                             13,950       6.75   -    7.25
            Total outstanding at December 31   1,098,657       6.50   -   14.25
            Total exercisable at December 31     665,533       6.50   -   14.25

            1998
            Granted                              267,500   $   6.75   -  $ 8.06
            Expired or canceled                  155,067       6.75   -   14.25
            Exercised                              8,000       7.25   -    7.25
            Total outstanding at December 31     992,781       6.75   -   14.25
            Total exercisable at December 31     478,902       6.75   -   14.25


               For the years ended December 31, 2000, 1999 and 1998, the Company
               reduced  current  income taxes payable and  increased  additional
               paid-in  capital by (in thousands)  $7, $5 and $5,  respectively,
               for the income tax benefit attributable to appreciation of common
               stock related to stock options.



                                      F-15
<PAGE>


                                    UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------



 7.  Stockholders'
       Equity
      Continued

               Stock-Based Compensation
               The  Company  has  adopted  the  disclosure-only   provisions  of
               Statement  of  Financial  Accounting  Standards  (SFAS) No.  123,
               "Accounting  for  Stock-Based  Compensation."   Accordingly,   no
               compensation   cost  has  been   recognized   in  the   financial
               statements.  Had compensation cost for the Company's stock option
               plans been  determined  based on the fair value at the grant date
               for awards  starting in 1995  consistent  with the  provisions of
               SFAS No. 123, the  Company's  net earnings and earnings per share
               would have been reduced to the pro forma amounts  indicated below
               (in thousands, except per share amounts):


                                                        Years Ended
                                                        December 31,
                                              ----------------------------------
                                                 2000       1999        1998
                                              ----------------------------------

               Net income as reported         $   5,373   $   5,468   $   4,858
               Net income pro forma           $   4,970   $   4,888   $   4,382
               Earnings per share assuming
                 dilution as reported         $     .90   $     .76   $     .59
               Earnings per share assuming
                 dilution pro forma           $     .83   $     .68   $     .53


               The fair value of each option  grant is  estimated on the date of
               grant  using the  Black-Scholes  option  pricing  model  with the
               following assumptions:


                                                        Years Ended
                                                        December 31,
                                               ---------------------------------
                                                  2000      1999        1998
                                               ---------------------------------
               Expected dividend yield         $     -   $     -      $      -
               Expected stock price volatility     45.9%       47.5%       49.9%
               Risk-free interest rate
                 (weighted average)                 6.6%        4.7%        5.4%
               Expected life of options        4.5 years   3.5 years   3.8 years
                                               ---------------------------------


         The per-share  weighted  average fair value of options  granted  during
         2000, 1999 and 1998 is $3.09, $2.56 and $3.20, respectively.



                                      F-16
<PAGE>


                                    UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------


 7.  Stockholders'
       Equity
      Continued

               The following table  summarizes  information  about stock options
               outstanding at December 31, 2000:
<TABLE>
<CAPTION>


                       Options Outstanding               Options Exercisable
               ------------------------------------- ----------------------------
                              Weighted
                               Average
                             Remaining   Weighted                    Weighted
   Range of                 Contractual   Average                     Average
   Exercise       Number        Life     Exercise       Number       Exercise
    Prices      Outstanding    (Years)     Price      Exercisable     Price
---------------------------------------------------------------------------------

<S>              <C>           <C>        <C>          <C>           <C>
$6.50 -  8.00     663,208       6.83       $6.95        421,891       $7.02

 9.50 - 14.25     411,625       4.95       11.74        399,571       11.75
---------------------------------------------------------------------------------

$6.50 - 14.25   1,074,833       6.11       $8.79        821,462       $9.32
---------------------------------------------------------------------------------


</TABLE>



8.   Earnings Per
        Share

               Financial accounting standards require companies to present basic
               and  diluted  earnings  per share  (EPS)  along  with  additional
               informational  disclosures.  Information  related  to  EPS  is as
               follows (in thousands, except per share amounts):


                                                           Years Ended
                                                           December 31,
                                                -----------------------------
                                                  2000      1999      1998
                                                -----------------------------
              Basic EPS:
                Net income available to common
                  stockholders                  $ 5,373  $  5,468   $  4,858
                                                -----------------------------

                Weighted average common shares    5,954     7,187      8,269
                                                -----------------------------

                Net income per share            $   .90  $    .76   $    .59
                                                -----------------------------



              Diluted EPS:
                Net income available to common
                  stockholders                  $ 5,373  $  5,468   $  4,858
                                                -----------------------------

                Weighted average common shares    5,978     7,197      8,273
                                                -----------------------------

                Net income per share            $   .90  $    .76   $   .59
                                                -----------------------------


                                    F-17

<PAGE>

                                    UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------
9.   Geographic
       Sales
    Information

               The  Company  had  sales in the  following  geographic  areas (in
               thousands):


                Year                       United States       Other
                                         -----------------------------

                2000                         $21,768          $5,425
                1999                         $23,894          $5,550
                1998                         $22,945          $4,732



10.  Product Sale
     and Purchase
     Commitments

               The Company has license  agreements for the rights to develop and
               market  certain  products owned by unrelated  parties.  Under the
               terms  of  such  agreements,  the  Company  is  required  to  pay
               royalties  ranging  from  1.5% to 5% of  sales,  and in one  case
               certain  payments to the  developer  contingent  upon the product
               achieving certain annual revenue thresholds.


               The Company has license  agreements  with unrelated  companies to
               provide  exclusive and nonexclusive  rights to purchase,  market,
               distribute, or manufacture the Company's products, from which the
               Company receives royalties and license fees.


11. Employee
  Benefit Plan

               The Company has a contributory  401(k) savings plan for employees
               who work 30 hours or more each week, who are at least 21 years of
               age,  and have a minimum of one year of service with the Company.
               The Company's contribution is determined annually by the Board of
               Directors and was  approximately  (in thousands)  $80, $87and $63
               for  the  years  ended   December  31,   2000,   1999  and  1998,
               respectively.


                                      F-18
<PAGE>



                                    UTAH MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
                                      Notes to Consolidated Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------
12. Fair Value
    of Financial
    Instruments


               None of the Company's financial  instruments are held for trading
               purposes.  The  Company  estimates  that  the  fair  value of all
               financial  instruments  at  December  31,  2000,  does not differ
               materially  from the aggregate  carrying  values of its financial
               instruments  recorded  in the  accompanying  balance  sheet.  The
               estimated fair value amounts have been  determined by the Company
               using available  market  information  and  appropriate  valuation
               methodologies.  Considerable judgement is necessarily required in
               interpreting  market data to develop the estimates of fair value,
               and, accordingly, the estimates are not necessarily indicative of
               the amounts that the Company  could  realize in a current  market
               exchange.


13. Recent
  Accounting
  Pronounce-
    ments

               In June 1999,  the FASB  issued  SFAS No.  137,  "Accounting  for
               Derivative  Instruments and Hedging  Activities-  Deferral of the
               Effective Date of FASB  Statement No. 133." SFAS 133  establishes
               accounting and reporting standards for derivative instruments and
               requires  recognition of all derivatives as assets or liabilities
               in the statement of financial  position and  measurement of those
               instruments  at fair value.  SFAS 133 is now effective for fiscal
               years  beginning  after June 15, 2000. The Company  believes that
               the adoption of SFAS 133 will not have any material effect on the
               financial statements of the Company.



                                      F-19
<PAGE>

<TABLE>
<CAPTION>





                                  EXHIBIT INDEX
                                  -------------


                SEC
Exhibit #    Reference #        Title of Document                                       How Filed
---------    -----------        -----------------                                       ---------

<S>            <C>              <C>                                                     <C>
   13          23               Consent of Tanner + Co., Company's                      Filed in Electronic Format
                                independent auditors for the years ending
                                December 31, 2000, December 31, 1999
                                and December 31, 1998


</TABLE>