US SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                     
                     
                           FORM 10-KSB
     [X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES AND EXCHANGE ACT OF
               1934
         For the fiscal year ended December 31, 1996
                             OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934
                 Commission file number 33-19583
                  ZEVEX INTERNATIONAL, INC.
(Name of Small Business Issuer as specified in its charter)
  Nevada                              870462807
 (State or other jurisdiction of    (I.R.S. Employer
  incorporation or organization)     Identification No.)

                      5175 Greenpine Drive,
                    Salt Lake City, Utah
                              
                         (Zip Code)
                            84123
          (Address of principal executive offices)
                              
Issuer's telephone number, including area code: (801) 264-1001


Securities  Registered Pursuant to Section 12(b) of the
Exchange
Act: None

 Securities registered pursuant to Section 12(g) of the Exchange Act: None
                            
     Check whether  the Issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange
Act 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:

      Check  if  there is no disclosure of delinquent
filers in response  to Item 405 of Regulation S-B contained
in  this form, and   no  disclosure will be contained, to
the  best  of Issuer's knowledge,   in   definitive  proxy  or
information statements incorporated by reference in 
Part III of this Form 10-KSB or any amendment to this form 10-KSB:  X

     The Issuer's revenues for the fiscal year ended
December 31, 1996 were $5,663,732.

     The aggregate market value of the Company's voting stock
held by nonaffiliates computed with reference to the average 
bid and asked prices for such stock in the over-the-counter
market as quoted on the OTC Bulletin Board on February 20,
1997 was approximately $4,320,000.


DOCUMENTS INCORPORATED BY REFERENCE


     List hereunder the following documents if incorporated
by reference and the part of the form 10-KSB (e.g., Part I,
Part II, etc.) into which the document is incorporated: (1)
any annual report to security holders; (2) any proxy or
information statement; (3) any prospectus filed pursuant to
rule 424(b) or (c) under the Securities Act of 1933, as
amended:
1)   Annual Report to Security Holders.
2)   Proxy Statement with respect to the Company's Annual
Meeting of Shareholders held on June 6, 1996.
_____________________________________________________________

                       TABLE OF CONTENTS
_____________________________________________________________

Item Number and Caption

Page PART I

1.   Business                                          4

2.   Properties                                        10

3.   Legal Proceedings                                 11

4.   Submission of Matters to a Vote of Security Holders 11
                              
PART II

5.   Market for Company's Common Stock and Related Stockholder
     Matters                                              12

6.   Management's Discussion and Analysis of
     Financial    Condition   and   Results of Operation  13

7.   Financial    Statements    and    Supplementary
     Data                                                 17

8.   Changes in and Disagreements with Accountants on
     Accounting       and       Financial Disclosure      17

PART III

9.      Directors    and    Executive   Officers of
        Company                                           18

10.   Executive Compensation                              19

11.  Security Ownership of Certain Beneficial Owners
     and Management                                       24

12.  Certain    Relationships   and    Related
     Transactions                                         25

PART IV

13.  Exhibits, Financial Statement Schedules
     and Reports on Form 8-K                              26 

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA               30
                            PART I
                            
              ITEM 1.  DESCRIPTION OF BUSINESS
                              
Introduction

      ZEVEX  International, Inc. (the "Company")  is  engaged
in manufacturing  and marketing operations through its
whollyowned subsidiary,  ZEVEX, Inc.  The Company was
originally incorporated under  the  laws of Nevada on
December 30, 1987, under  the  name Downey  Industries, Inc.
ZEVEX, Inc. was originally incorporated in  Utah  in
November 1986, under the name Ultronix,  Inc.,  and
subsequently changed its name to ZEVEX, Inc. in May, 1987.
Unless the  context otherwise requires, the terms "ZEVEX" and
"Company" as used throughout this report refer to both ZEVEX
International, Inc.,  a  Nevada corporation,  and its  wholly-
owned  subsidiary ZEVEX, Inc., a Utah corporation.
    The Company designs, manufactures, markets and sells
custom and                   standard  products  utilizing
ultrasonic  transducers  and
related   signal  processing  instrumentation.    The
Company's
products  are  sold primarily to original equipment
manufacturers ("OEMs")   serving   the   medical,  industrial
and   aerospace
instrumentation  markets.   The  Company's  recently
introduced
proprietary products, the EnteraLiter, and the Bottlewatchr,
are sold  directly  to the end user by the Company's sales
team  and independent  representatives.   In  most  cases
(sales  of      the
Company's  OEM  products), the Company's design  and
engineering staffs  work  closely with the customer to design
and  develop  a custom  product  which will perform the
function desired  by  the customer.  The Company's products
range in complexity from simple ultrasonic transducers which
convert electrical energy  to  sound waves,   to  electronic
instrumentation  systems  which   embody ultrasonic
technology.


The Technology

     Ultrasonic transducers are used to convert electrical
energy to acoustic energy or sound waves in predetermined
configurations and  intensities  depending upon the specific
application.    The
acoustic  energy generated by the transducer is then utilized
to perform  a variety of functions involving either the
transmission of  sound  waves  as  a  power source  or  the
transmission  and reception of sound waves to provide
interpretative data.  In  one application,  the  Company's
transducers  are  used       to   drive
precision  surgical instruments, causing a cutting tip or
needle to  oscillate  or  vibrate at rates exceeding  50,000
times  per second.   In  applications, transducers are
coupled with  signal processing  equipment  in order to
transmit  sound waves  to  or through  a  particular material
or liquid.  A signal  processing circuit then records and
interprets the pattern and frequency  of returning   sound
waves  to  make determinations     about       the
characteristics of the subject material.  Such devices  are
used to  detect  the  presence of air bubbles in liquids  and
monitor fluid levels in vessels.

      The  Company  designs  and manufactures  transducers
of a variety of sizes which can be incorporated by an OEM
into a final
instrument  or  piece  of  equipment.  The  Company's
ultrasonic process  control  products are designed  to  be
mounted  outside surgical  tubing and containers and do not
contain moving  parts, which  offer  advantages  in  terms of
non-invasive  application, service  and  durability. As the
Company has grown, its  emphasis has shifted away from the
performance of engineering services  to the  higher  margin
manufacturing operations.  In  addition,  the Company  has
developed and is developing  its  own  products  to augment
its OEM business.
Product Applications

     Custom  products  account for most of the Company's
sales. The Company's custom products serve a variety of
applications  in the  medical,  industrial and aerospace
instrumentation  markets. In  the  development  of custom
products, the  Company  generally accepts            primary
responsibility  for  product  design,   having
received  input  and  output specifications  from  the
potential
customer.   In most cases, prototypes are developed and
delivered to the customer for evaluation before a firm order
for production quantities  is placed.  The Company places a
strong  emphasis  on developing  a  working relationship
between its  own  engineering staff  and  the engineering
staff of a potential customer  during the  product
development phase.  In 1996, ZEVEX  introduced  the
EnteraLiter enteral feeding pump, its second proprietary
product, to the healthcare market.

                 Ophthalmic   Surgical  Products.   The
          Company manufactures    piezoelectric   handpieces,
          control circuits,  and  instrumentation  employed
          in surgical procedures   for  the  removal  of
          cataracts,   called phacoemulsification.  The
          handpieces utilize ultrasonic energy  to  cause a
          needle located at the  tip  of  the handpiece to
          oscillate at a high frequency.  During the
          procedure, the surgeon holds the handpiece and
          inserts the needle through a small incision in the
          eye.
          The
          actuation  of  the needle causes fragmentation  of
          the cataract  tissue  at the tip, which is
          emulsified  and aspirated   through  ports  in  the
          handpiece.                                 The
          phacoemulsification procedure has led to the
          treatment of  cataracts  as an out-patient
          procedure. Sales  of phacoemulsification
          products accounted
          for approximately  42% of the Company's revenues
          in
          1996, and 40% in 1995.
               Air Bubble Detectors.   The Company
          manufactures a line  of ultrasonic air bubble
          detectors which are noninvasive  devices  used  to
          continuously  detect the
          presence  of air bubbles in fluids through  most
          sizes and types of medical tubing.  Each system
          consists of a pair of ultrasonic transducers
          encapsulated in a sensor housing, accompanied by a
          single compact circuit board. Certain of these
          circuits have been approved for use in medical
          infusion systems by the TUV Product Service  of
          Germany,  which  is  a  technical control
          organization responsible for product safety in
          Europe.
          
                The  sensor is configured to meet the tubing
          size and  packaging requirements of the particular
          customer. The  sensor  is clamped on the tubing in
          an arrangement which
          does not restrict flow, yet requires no acoustic
          couplant  for operation.  This dry-coupling
          arrangement is favored in the medical operating
          environment for its simplicity and the ability to
          reuse sensors  with  many
disposable tubing sets.  The use of the sensors on  the
exterior  of  the tubing also eliminates concerns  with respect
to contamination of the fluids and the need  to sterilize  the
sensor housing.  The system operates  by causing one transducer
to project ultrasonic energy  or sound  waves across the path
of the fluid in the  tube. A  second  transducer acts as a
receiver which monitors the  transmission of the ultrasonic
energy  across  the fluid  path.                    When a
bubble of  critical  size  passes
between the transducers, the path of acoustic energy is
interrupted and detected, and a signal is sent  by  the
interface circuit to the instrument controller which in turn
shuts down the infusion pump to prevent the bubble from
entering  the  patient.   The  Company's  bubble detectors
have been configured for microbore  infusion tubing sizes as
small as 1/16  inch in diameter and for cardiotomy  tubing  as
large as 1/2 inch  in  diameter. Bubbles  as small as a few
microliters can be  detected and  detection thresholds can be
set to sizes  required by the specific application.  The system
logic features fault  detection  capability and the interface
can  be configured  to  meet  the  requirements  of  the  user.
Detectors are designed to operate at both high and  low fluid
rates  and  with  fluids that  vary  greatly  in density  and
opacity.   Sales of air bubble  detectors account for
approximately 49% of the Company's revenues in 1996, and 56% in
1995.

      Ultrasonic Liquid Level Detection Systems.  These systems
provide  a  simple  and  accurate  means            for
measuring   and  monitoring  liquid  levels   in   both
industrial  and  medical  applications.   The   systems contain
no moving parts and require little  power  for operation.    A
system  typically  consists   of   an ultrasonic  transducer
and a microprocessor-controlled signal  processing  circuit.
The  circuit  drives  the transducer which projects a pulse of
ultrasonic  energy from the bottom of the vessel toward the
surface of the liquid.                              At the
liquid to air (or gas) interface,  the
ultrasonic  pulse  is  reflected  and  returns  to  the
transducer, which now acts as a receiver.  By precisely timing
the   echo  from  the  surface,  an   accurate
measurement  of the liquid level can be made.   Through the
use   of   modern   microprocessor   technology,
calibration  factors  can be  used  to  enhance  system
accuracy  and  to convert level data to  useful  volume
information.

      Since  the system makes and averages hundreds  of
measurements  each second, it is capable  of  producing
relatively    high   statistical   accuracies.     This
continuous inventory management feature is particularly useful
in  environments where tank leak  detection  is required.   In
industrial applications, the  transducer housing  is
manufactured from  materials  designed  to resist harsh
chemical environments and to operate while immersed  in
hydrocarbon products, organics and  water. Level gauging
systems are used in the medical operating environment  to
continuously detect liquid  levels  in blood  oxygenators,
cardiotomy reservoirs  and  similar vessels.    In   these
applications,  the   transducer attaches  to the exterior of
the vessel at  the  bottom and projects and receives the
ultrasonic energy through the  plastic  wall,  which  may  vary
in  composition, rigidity  and thickness.  In medical
applications,  the product  assists  in  process control
during  critical
operations  so  that medical personnel  can  attend  to other
activities.  Sales of liquid level detectors have accounted
for  approximately  1%  of  the   Company's revenues during
each of the last two fiscal years.
                   Bottlewatchr    Liquid    Level
                   Indicators.
          Bottlewatchr  noninvasively monitors liquid  levels
          in bottles  of  balanced  salt solutions  which  are
          used extensively in cataract and retinal surgery.
          Balanced salt  solution is required to nourish and
          support  the delicate  structure of the eye during
          ocular  surgery, the  depletion of which can
          complicate surgery,  or  in the  worst  case,  lead
          to irreparable  damage  to  the patient's  eye.  When
          the liquid level drops below  the user  specified
          position of the Bottlewatchr,  audible and   visible
          alarms   are   immediately   activated. Bottlewatchr
          is the first proprietary  product  to  be trademarked
          and  marketed under the  ZEVEX  name,  and worldwide
          distribution  was established  during  1995.
          Bottlewatchr  accounted  for approximately  1%  of
          the Company's revenue in 1996.
          
               EnteraLiter Enteral Feeding Pumps. The new
          EnteraLiter ambulatory enteral feeding pump is a
          portable feeding pump for patients who cannot get
          adequate nutrition orally.  It passes feeding
          solutions directly into the intestines.  The
          EnteraLiter, ZEVEX's second proprietary product, is
          the lightest, most compact nutrition infusion system
          on the market, possessing unprecedented safety and
          accuracy in liquid nutrition delivery. The
          EnteraLiter has a 24 hour battery, one-third longer
          than any competitor's.  The Company was awarded two
          patents for EnteraLiter technology, one for its
          safety and another for its delivery accuracy
          components.  Two patents remain pending on the pump's
          technology.  The EnteraLiter requires the use of
          disposable feeding bags and tube sets, both of which
          are sold by the Company.  ZEVEX received permission
          to market its EnteraLiter with 510(k) approval from
          the FDA in March.  Sales of the EnteraLiter began in
          September of 1996.

Manufacturing

      The  Company's  products are assembled and  tested  at
its manufacturing facility in Salt Lake City, Utah.  In  most
cases, the  manufacturing  process begins with  technical
drawings  and
specifications  produced in cooperation with the customer.
Once the  preliminary  design  has  been  completed,  a
prototype  is
manufactured  and further design refinements and adjustments
are made  based  on  the  performance of  the  prototype.
Following
completion of final design specifications, the Company orders
the required  electronic  components (primarily integrated
circuits, capacitors and resistors), piezoelectric ceramic,
molded  plastic and  stainless  steel  housings, and other
items  from  qualified suppliers  of  such  items.   The
Company  has  found  that  the materials  required  for  the
manufacture  of  its                              products  are
available  from  several  different sources  of  supply  and
the Company  is  not  dependent on any single supplier
or  group  of
suppliers.

      The  component  parts and raw materials  required  for
the Company's  products  are  shipped to the Company's
manufacturing
facility  by  the  various suppliers.  There,  the  products
are
assembled  by  hand in an assembly line format by  the
Company's manufacturing personnel.  The Company believes the
combination of an  adequate  supply of labor and its in-house
training  programs will enable it to continue to meet its
requirements.
      The  performance of the Company's products is validated
by subjecting  them  to tests at various points  in  the
production process  as  well  as  to a final test by the
quality  assurance staff. Completed  products  are  then
shipped  to  the  OEM's,
distributors,  or  end  users.   The  Company  accepts
standard purchase  order forms from its customers, the terms of
which  may vary based on negotiations with the customers.
Payment terms are generally net 30 days and the Company
generally warrants that its standard  products will be free
from defects for a period  of  at least 14 months  from the
date of manufacture.

Marketing

      The  Company markets its products directly to its
customers in  the  United  States and Europe through its  sales
staff  and manufacturing  representatives.  In  addition  to
the  marketing organization,  the  Company  uses its technical
engineering  and design  staffs  to assist in the marketing
effort.     The  Company
seeks  to  market opportunities or product types  with
component functions   which  could  benefit  by  incorporating
ultrasonic components.    The   Company   then   identifies
and   contacts
manufacturers  or  prospective manufacturers  of  the
particular product  types.   The sales and marketing staff acts
as  liaison between  the  potential  customer and the
Company's  design  and engineering  staffs.  During 1993, and
continuing  through  1996, the  Company  undertook  research
and development  activities  to produce  prototype products
which it believed would fill  certain specialized market
niches.  The Company completed its development of  the
EnteraLiter product and launched its sale of the product in
September  of  1996.   When and if other  such     products
are
successfully  completed,  the Company will  commence  efforts
to market the completed products to OEM's and potential end
users.

Backlog

      At  December 31, 1996, the Company had a backlog of
orders for manufactured  transducers  and  electronic
components     of
$3,527,000,  as  compared to backlogs at December  31,  1995
and 1994, of $3,091,000 and $2,359,000, respectively.  As of
February
24, 1997 , the Company had a backlog of $5,541,000.  For
purposes of  the  above figures, backlog includes all orders
received  by customers  pursuant  to  purchase  orders  which
have  not  been completed  and  shipped  by  the Company.
Some  of  the  orders included  in the backlog may be canceled
or modified by customers without  significant penalty.  In
addition, since  customers  may place  orders for delivery at
various times throughout the  year, and  because  of the
possibility of customer changes in  delivery schedules or
cancellation of orders, the Company's backlog as  of any
particular  date may not be a reliable indicator  of  future
sales.
Customers
      The  Company  currently sells its products to
approximately 110  different  customers, although a small
number  of  customers account  for a significant portion of the
Company's total  sales. In                            the
1996  fiscal  year,  three  customers  accounted      for
approximately 62% of the Company's total sales.  These
customers were  IVAC  Corporation, Allergan Medical  Optics,
and  Paradigm Medical, Inc., each of whom accounted for in
excess of 10% of the Company's  total  sales.   None  of  these
customers   has          any
affiliation  with, or relationship to the Company.  The  loss
of any  of  such major customers or a significant reduction  in
the volume  of  their  orders  for  the  Company's  products
may  be anticipated to have a materially adverse impact on the
Company's operations.
     Sales to foreign customers accounted for approximately 7%
of net  sales  during 1996 and 1995. All of such foreign sales
were made  to customers in Europe, Canada and the Middle East
and were billed  and  paid for in US dollars.  The Company's
export  sales are  subject  to  certain risks common to all
export  activities, such   as  governmental  regulation,
tariffs  or  other   trade barriers.


Research and Development

      During 1996, the Company continued independent research
and development activities with respect to the design and
development of  new  and  improved products, spending $527,562
in  1996,  and $502,255  in  1995.  In 1996 and 1995
respectively  research  and development costs represented
approximately 9.3% and   9.5% of  the
Company's  net  sales.   The Company's research  and
development
efforts  during  1996 were devoted to several  products,  one
of which,  the  EnteraLiter, is for use in the burgeoning  home
and institutional  health care industries as a supplementary
feeding device.  The Company was awarded two patents and a
trademark  for EnteraLiter technology.  ZEVEX received 510 (k)
approval from the FDA (permission to market) on its EnteraLiter
device in April  of 1996.   In  September,  the  Company
introduced  its  EnteraLiter enteral  feeding pump at the
National Home Infusion Association's annual trade show.

      The  Company  was  awarded a contract in  1996  to  be
the exclusive  developer and manufacturer of the next
generation  of instruments   for   cataract   removal.    These
new   surgical instruments,  to  be  marketed by Paradigm
Medical,  Inc.,  will incorporate  both  laser  and  ultrasonic
energy  for   cataract removal.   ZEVEX  also came under
contract  in  1996  to  deliver surgical   components  to  a
major  manufacturer   of   surgical equipment.

     In addition to research funded by ZEVEX's OEM customers,
the Company  is  engaged  in  ongoing  research  and
development  of proprietary medical products and technology,
independently and in
coordination with the University of Utah Engineering
Department. During  1996,  the  Company  continued  to  sponsor
research  on surgical instrumentation at the University of
Utah.  That project currently has one patent pending.
      All  research and development is expensed as incurred.
At
December 31, 1996, the Company employed three employees in
full time research and development capacities and utilized the
efforts of  its  other  design and engineering staffs in
connection  with certain research and development projects.

Regulation

       The   Company  supplies  products  to  original
equipment manufacturers for incorporation into final products,
as  well  as manufacturing  its  own end-user products.   Many
of  these  end products constitute "medical devices" which are
regulated by  the Food  and Drug Administration ("FDA") under a
number of statutes, including  the Food and Drug and Cosmetic
Act and the regulations promulgated  thereunder.   ZEVEX  is
responsible  for  obtaining regulatory  approval from the FDA,
and other state  agencies,  on the sale of its proprietary
products.  In addition, as a contract manufacturer  of  medical
devices, the  Company  is  required  to register  with the FDA
and meet quality control and manufacturing procedures set forth
in the FDA regulations with respect to  good manufacturing
practices  (GMP).  The  Company's  facilities  are subject  to
periodic inspection by the FDA to monitor compliance with these
regulations and the Company is subject to certain  FDA mandated
record keeping requirements.  In 1996, the Company  was awarded
ISO 9001 and EN 46001 certifications following a rigorous audit
by  the NSAI (National Standards Association of  Ireland). The
Company  believes that it currently meets all  material  GMP
requirements respecting the manufacture of its products.
Competition
      Because  most  of  the  products the Company  produces
are component  products which are incorporated in a wide
variety  of medical  and industrial products, it faces
extensive  and  varied competition.    Some   of   the
Company's   competitors    have substantially   greater
financial,  marketing,   manufacturing, engineering  and
management resources  than  the  Company.
The
ultrasonic  instrumentation  industry  includes  large
original equipment manufacturers who manufacture exclusively
for their own use and several independent manufacturers such as
the Company who manufacture exclusively for sale to others.
The Company believes its
current   share  of  the  total  ultrasonic  products
and
instrumentation market is very small.  The Company believes
that the  primary factors of competition in the industry are
quality, on-time delivery, price and performance, and the
Company attempts to be competitive in each of those areas.

Patents and Trademarks

      The Company has applied for five patents as of December
31, 1996  on  products developed by ZEVEX alone, and  in
conjunction with  a  local  university.  In 1996, the  Company
received  two patents  on the EnteraLiter product, one each for
its safety  and delivery  accuracy  devices.   The Company  was
also  awarded  a registered  trademark on the EnteraLiter in
1996.   The  current status  of  the three remaining patents
applied for  in  1996  is patent pending.

      The Company believes that rapidly changing technology
makes its continued success dependent upon the technical
competence and creative skills of its personnel.  If the
Company's research  and development activities should result in
a new technology, product or  application which the Company
believes is patentable and with
respect  to which patent protection appears to be justified,
the Company  anticipates  that it will continue  to  file
additional necessary patent applications.
Employees
      The  Company  employs a total of 78 persons, including
its three executive officers.  Of such employees, 14 are
employed  in administrative  capacities, 6 in sales,  26  in
engineering  and design and 32 in manufacturing.  The Company's
employees are  not represented  by  a  collective bargaining
organization  and  the Company believes its relationship with
its employees to be good.
                      ITEM 2.  PROPERTIES
     The Company's executive offices and manufacturing
facilities are  located  in a 20,150 square foot facility at
5175  Greenpine Drive,  Salt Lake City, Utah 84123.  The space
is leased from  an unrelated  third party pursuant to a written
lease which  expires in  May  1997.  The Company currently pays
$10,019 per  month  in rent..
ZEVEX is building a 51,000 square foot headquarters  and
manufacturing  facility in Salt Lake City.  The new  facility
is scheduled for completion in May of 1997.
                     ITEM 3.  LEGAL PROCEEDINGS
      The  Company  is not a party to any material pending  legal
proceeding,  and  to the best knowledge of the Company,  no  such
proceedings have been threatened.
    ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During  the  Company's second quarter of the year  ending
December 31,  1996,  matters submitted to a vote of the security
holders  of the  Company  were to reelect the current members of
the  Company's board  of  directors, and the selection of the
Company's  auditors to  be affirmed. The vote from ballots and
proxies tallied for  the each
member  proposed to the board of directors and the  selection
of  the  Company's  auditors were 965,247 shares voted  For,
1,000 shares  voted Against, and zero shares Abstained from
voting.   The vote      from  ballots and proxies tallied for
approval  of  the  non-
employee  director  stock  option plan were  958,377  shares
voted For,   7,870  shares voted against, and zero shares
abstained  from
voting.   All proposals were approved by a majority of  the
issued and  outstanding shares of Company's common stock.  No
matter  was submitted  to  a  vote  of  the Company's
shareholders  during  the fourth  quarter  of  the  fiscal  year
ended  December  31,  1996.
                            PART II
                            
         ITEM 5.  MARKET FOR COMPANY'S COMMON STOCK AND
                   RELATED STOCKHOLDER MATTERS
                                
      The  Company's common stock is traded in the over-the-
counter market,  in  the "pink sheets" published by the National
Quotation Bureau,  and is listed on the OTC Bulletin Board under
the  symbols "ZVXI" and "ZVXIU."  The market for the Company's
common stock must be  characterized  as a limited market due to
the  relatively  low trading  volume and the small number of
brokerage firms  acting  as market makers.

      The  following  table sets forth, for the periods
indicated, certain information with respect to the high and low
bid quotations for  the  Common  Stock  as reported by  a  market
maker  for  the Company's  common  stock.                     The
quotations  represent  inter-dealer
quotations without retail markups, markdowns or commissions and
may not represent actual transactions.  No assurances can be
given that the prices for the Company's securities will be
maintained at their present levels.

              High Bid        High Bid       Low Bid        Low Bid
               Common          Units         Common         Units
Fiscal Year 1996
First Quarter      $ 4.25      $ 4.50         $3.75          $ 4.00
    Second Quarter $ 4.00      $ 4.25         $ 2.75         $ 3.00
    Third Quarter  $ 3.25      $ 3.25         $ 2.50         $ 2.50
    Fourth Quarter $ 3.31      EXPIRED        $ 2.75         EXPIRED
Fiscal Year 1995
    First Quarter  $ 3.75      $ 3.75         $ 2.50         $ 2.50
    Second Quarter $ 4.00      $ 4.00         $ 2.75         $ 2.75
    Third Quarter  $ 3.25      $ 3.50         $ 2.25         $ 2.25
    Fourth Quarter $ 4.00      $ 4.25         $ 3.25         $ 3.25

           On  February 28, 1997, the high bid and low asked prices
for  the Company's shares as quoted on the OTC Bulletin Board  were
$6.25 and $6.75 for common stock.
           The Company's transfer agent reported that as of February 1
8,  1997,  there  were  1,995,716 shares of  the  Company's  common
stock  issued and outstanding held by approximately 509 holders
of record,  including  shares held of record by  brokerage  firms
and clearing corporations on behalf of their customers.
     No cash dividends have been paid on the Company's
securities, and the Company does not anticipate paying any cash
dividends in the foreseeable future.
   ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS
               
General

      The  Company designs, manufactures, markets and sells
custom and     standard   products  utilizing  ultrasonic
transducers and
related   signal   processing   instrumentation.    The
Company's
products  are  sold  primarily to original equipment
manufacturers ("OEMs")                  serving           the
medical,   industrial   and             aerospace
instrumentation   markets.   The  Company's   recently
introduced
proprietary  products,  the EnteraLiter and the  Bottlewatchr,
are sold    directly  to  the end user by the Company's  sales
team  and
independent   representatives.   In  most  cases  (sales   of
the
Company's  OEM  products),  the Company's  design  and
engineering staffs  work  closely  with the customer to design
and  develop  a custom  product  which  will perform the function
desired  by  the customer.              The Company's products
range in complexity from  simple
ultrasonic  transducers which convert electrical  energy  to
sound waves,  to  transducers coupled with advanced  drive
circuits  and signal  processing systems which are capable of
signal  generation, signal detection and analysis of electrical
wave forms.

     As detailed previously, in each of the three preceding
years  individual  customers accounted for significant
percentages of  total revenue so fluctuations in the timing and
size of  orders from                    such  major  customers
resulted in changes in  the  Company's
results  of  operation.  As a result of the foregoing, the
Company experiences  variations  in  operating  results  from
quarter   to quarter,  and  the  results of operations for  a
specific  quarter should  not  be considered indicative of the
results  that  may  be achieved  for longer periods.  As the
Company increases the  number of  products manufactured and the
proportion of products  based  on its   own  technologies, it
expects that the quarterly  fluctuations
experienced in the past may moderate.

Selected Financial Data

      The  selected financial data set forth below with respect
to
the   Consolidated  Statements  of  Income  for  the  years   ended
December   31,   1996,  1995  and  1994  are   derived   from   the
Consolidated  Financial Statements included  elsewhere  herein  and
are  qualified  by reference to such financial statements  and  the
notes  thereto.   The selected financial data with respect  to  the
Consolidated  Statements  of Income for the  years  ended  December
31,  1993  and  1992  are  derived from the Consolidated  Financial
Statements  of  the  Company  for the  years  then  ended  and  are
qualified  by reference to such financial statements and the  notes
thereto.

                             Fiscal Year Ended December 31
                    1996     1995       1994       1993        1992
Statement of Operations Data
Sales            5,663,733  5,295,762  3,332,437  3,115,878  2,435,979
Gross Profit     2,727,678  2,230,209  1,315,767  1,515,806  1,078,753
Selling, general 1,892,317  1,324,749  1,023,988  775,760    629,960
and administrative
expenses
Research and
development        527,562    502,255    419,278  198,804     194,057
expenses
Other (income)    (243,947)   (40,649)   (36,127) (37,096)    (16,875)
/expenses
Provisions 
(credit) for taxes  206,169   127,055    (66,709)  196,940     81,510
Net income (loss)   345,577   316,800    (24,662)  381,398    190,101
Net income (loss)
per share               .25       .24       (.02)      .36        .20
Weighted average
shares outstanding 1,388,511  1,305,812  1,130,609 1,060,403  938,125

Results of Operations

      The  following table sets forth, for the periods indicated,
the relative  percentages  that  certain  items  in  the  income
statement bear to net sales.

                                    Year Ended December 31
                     Income Statement Data -- Percentage of Net Sales

                    1996    1995    1994    1993    1992
Sales               100.0%  100.0%  100.0%  100.0%  100.0%
Gross Profit         48.2%   42.1%   39.5%   48.6%   44.3%
Selling, general     33.4%   25.0%   30.7%   24.9%   25.8%
and administrative
expenses
Operating income     14.8%   17.1%    8.8%   23.7%   18.5%
Research and          9.3%    9.5%   12.6%    6.4%    8.0%
development
expenses
Other               (4.3)%  (0.8)%  (1.1)%  (1.1)%   (0.7)%
(income)/expenses
Income (loss)         9.7%    8.4%  (2.7)%   18.6%    11.2%
before taxes
Provisions            3.6%    2.4%  (2.0)%    6.3%     3.3%
(credit) for
taxes
Net income (loss)     6.1%    6.0%   (.7)%   12.3%    7.9%


      The  Company's sales increased to $5,663,733 in  1996
from $5,295,762 in 1995, an increase of approximately 7%.
During 1996 and  1995, 62% and 56%, of total revenues resulted
from sales  to three customers and two customers respectively,
two of which were major customers in both years.  Since the
Company's products  are primarily  sold  to  OEMs  as
components for  incorporation  into products  manufactured by
them, demand for the Company's products is  affected by the
demand for the final products manufactured by the OEMs, which
is beyond the control of the Company.  Management attributes
the increase in sales to an increase in demand for the
Company's  products  and  an increase  in  engineering
contracts during  1996 and anticipates that the demand will
continue during 1997.
The  Company's  customers have no  contractual  or  other
obligation  to  purchase  products  from  the  Company,  and
no assurances  can  be  given that orders  from  any  customer
will increase  or  remain  at current levels or  that  they
will  not decline.

      Gross profit as a percentage of sales was 48.2% in 1996,
as compared  to  42.1% in 1995.  Management attributes the
increase mainly  to engineering contracts toward the end of the
year,  and to  a
decrease  of pass-thru, non-recurring engineering  tooling
expenses.

     General and Administrative expenses increased during 1996
to $1,892,317  or  33.4% of total sales as opposed to
$1,324,749  or 25% of total sales in 1995.  Increased expenses
resulted from the Company's  continuing  expansion.  An
increase  in  the  size  of ZEVEX's physical facilities
increased rental, utility and related expenses  incurred.   An
expanded  sales  and  marketing  effort increased   staffing,
travel,  advertising  and   administrative expenses  related to
the introduction of the EnteraLiter  feeding pump.
The Company also had an increase in legal costs associated
with  patent and trademark costs as well as increases in
expenses related  to  employees  such  as  insurance,  taxes
and  pension benefits.   The  Company believes that general and
administrative expenses   in   1997  as  related  to  sales
will  continue   at approximately the same rate as in the
previous two years.

      The  Company continued research and development
activities independent  of engineering conducted on behalf of
its  customers in  an  effort  to  develop new Company  owned
technologies  and products  in  areas where the Company
perceived  a  demand.  (See "BUSINESS:   Research  and
Development.")  The  Company  invested $527,562  in  1996 and
$502,255 in 1995 directly in new  research and development
projects.

      Operating  income decreased to $835,361, or  14.8%  of
net sales,  in  1996 from $905,460, or 17.1% of net sales,  in
1995. Similarly,  the Company had a net income of $345,577 or
6.1%  of net sales, in 1996 compared to $316,800, or 6.0% of
net sales, in 1995.
These  changes  during  1996  as  compared  to  1995  are
principally due to the costs addressed previously as well as
the Company's product mix delivered during the year.

Liquidity and Capital Resources

       The   Company  generated  net  income  of  $345,577
from operations.    As   a   result  of  increased
expenditures                                            for
inventories, accounts receivable, financing, and work in
progress for  future  sale,  the  Company used  total  cash  of
$175,141.
Operating activities during 1995 created net cash of $214,361
on net  income  of  $316,800, as the Company funded an
increase  in accounts receivable and inventories.
      The  Company's purchases of land, facilities, new
research, production,  testing equipment and tooling increased
to  $670,245 in  1996  from  $237,331 in 1995.  The increase in
purchases  of equipment  is primarily due to upgrading the
Company's production fixturing,  tooling and research and
engineering capabilities  in 1995.   The  Company expects to
spend approximately  $240,000  in 1997 for additional
manufacturing equipment as well as for normal replacement  of
old  equipment.  The  Company  also  anticipates spending
approximately  $500,000  in  additional  research   and
development expenses during 1997.  It is estimated that
overhead increases related to the new manufacturing facility
will increase by  approximately  $6,000  pr  month  as
compared  to  the  rent currently being paid by the Company.
      In  1996,  the  company negotiated a $2,000,000
Industrial Development  Bond to finance a land acquisition and
construction of  a  new  45,000  square  foot headquarters  and
manufacturing facility.   On  October  29,  1996,  the  Company
completed   a
transaction for the amount of $50,000 cash and 130,000 shares
of unregistered   stock  of  the  Company  for   the
purchase  of
approximately  3.7 acres of land within Murray  City,  Salt
Lake
County,  Utah,  for the purpose of constructing  a
manufacturing facility  with an unrelated party.  The Company
expects to  spend approximately $2,500,000 on the new
manufacturing facility to  be completed in 1997.

      The  Company's working capital at December  31,  1996,
was $4,520,781, as compared to $2,528,418 and $2,269,944 at
December 31,  1995 and 1994 respectively.  Increase in working
capital  is primarily  due  to  the  $2,000,000 industrial
development  bond obtained  by  the  company for financing  the
new  manufacturing facility.  The portion of working capital
represented by cash  at such  dates  was $2,085,055, $870,333,
and $864,332 respectively. The  Company utilizes substantial
portions of its cash from  time to   time   to   fund  its
operations  including  increases                    in
inventories,  accounts  receivable  and  work  in   progress
in
connection with various customer orders.

      On  December 16, 1996, the Company entered into  a
Private Placement memorandum agreement to offer, on a best
efforts basis, $1,250,000 of its securities which consist of
500,000 units at  a price  of  $2.50 per unit.  Each unit
consists of  one  share  of common stock and a warrant to
purchase one share of common  stock at a price of $3.50 per
share.  The offering was sold directly by the  Company  through
its officers and directors.                         The
offering
successfully closed on February 12, 1997.  The offering
proceeds will be used for general corporate purposes.

      On  December 11, 1996, the Company entered into a
$500,000 open  line  of  credit arrangement with a financial
institution. The                                    line  is
due  May  31,  1997.   The  line  of  credit        is
collateralized  by accounts receivable rights and bears
interest at a rate of prime plus 1%.  The Company owes $60,108
on the line of credit at December 31, 1996.

Inflation and Changing Prices

      The  Company  has  not been, and in the near  term  is
not expected  to  be,  materially affected by inflation  or
changing prices.

       ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    The  Company's  financial statements for the  fiscal  years
ended December 31, 1996 and 1995, are included beginning at  page
30 which follows the signature page.



    ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING AND FINANCIAL DISCLOSURE
               
     None.
                             PART III
         ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF COMPANY
    The directors and executive officers of the Company are  as
follows.  Each of the officers and directors also holds the  same
offices with ZEVEX, Inc.
Name                    Age  Position
Dean G. Constantine     44   President, Chief Executive Officer
and
                             Director
David J. McNally        35   Vice President, Director of Marketing
                           and Director
Phillip L. McStotts     39   Chief Financial Officer,
                             Secretary/Treasurer and Director
Bradly A. Oldroyd            39    Director
Darla R. Gill           45   Director


     *The  term of office of each director is one year and  until
     their   successor   is  elected  at  the  Company's   annual
     shareholders' meeting and is qualified, subject  to  removal
     by  the shareholders. The term of office for each officer is
     for  one year and until a successor is elected at the annual
     meeting  of the board of directors and is qualified, subject
     to removal by the board of directors.
     
      Certain  biographical information with respect to  each  of
such persons is set forth below.

      Dean  G. Constantine, is a founder of the Company  and  has
served  as an executive officer and director since its inception.
Prior to joining the Company, he was employed by EDO Corporation,
Western  Division, in Salt Lake City, Utah, from October 1985  to
September 1987, and from January 1971, to June 1983.  During  his
nearly  fifteen  years  of employment with EDO  Corporation,  Mr.
Constantine   had  various  responsibilities  including   project
supervision,   management  of  engineering  for  commercial   and
industrial transducers, and research and development.  From  July
1983,  through October 1985, Mr. Constantine was employed  as  an
engineering specialist at Northrop Corporation-Electro Mechanical
Division,   Anaheim,   California,  where  his   responsibilities
included   engineering   project  management   and   applications
engineering.

     David J. McNally, is a founder of the Company and has served
as  an executive officer and director since its inception.  Prior
to  joining  the  Company, he was employed by EDO Corporation  in
Salt  Lake City, Utah as a marketing manager of transducers  from
October 1985 to September 1987.  From June 1984 to October  1985,
Mr.  McNally  was employed by Physical Acoustics  Corporation,  a
Princeton,  New  Jersey based manufacturer  of  acoustic  testing
systems,  as  its  regional sales manager  for  the  Southeastern
United States.  From June 1983, to June 1984, he was employed  by
Hercules,   Inc.,   in  Magna,  Utah,  as  an  advanced   methods
development engineer.  Mr. McNally received a Bachelor of Science
Degree  in Mechanical Engineering from LaFayette College  in  May
1983,  and  a Master of Business Administration Degree  from  the
University of Utah in June 1992.
      Phillip  L. McStotts, is a founder of the Company  and  has
served  as an executive officer and director since its inception.
He  is  also self employed, and has been since October  1986,  as
president of Phillip L. McStotts CPA, a professional corporation.
From May 1985 to September 1986, he was employed as an accountant
with  the  Salt Lake City firm of Chachas & Associates, where  he
was  tax  manager.  He has also worked in the tax departments  of
the regional accounting firms of Pearson, Del Prete & Company and
Petersen, Sorensen & Brough.  Mr. McStotts received a Bachelor of
Science  Degree  in Accounting from Westminster  College  in  May
1980, and received an Master of Business Administration Degree in
Taxation from Golden Gate University in May 1982.
      Bradly A. Oldroyd, has been a director of the Company since
October,  1991.   He  is  the founder,  president  and  principal
shareholder of Pinnacle Management Group, a Salt Lake  City-based
personnel  services firm.  He is also a member of the faculty  of
the  University  of  Phoenix campus in Salt Lake  City  where  he
teaches  management  and marketing courses in  undergraduate  and
graduate  programs.  Mr. Oldroyd received a Bachelor  of  Science
degree  in  Marketing from Utah State University in 1981,  and  a
Master  of Business Administration Degree from the University  of
Utah in 1982.
      Darla  R.  Gill, is the founder and President  of  Momentum
Medical   Corp.,   a   Salt  Lake  City-based  manufacturer   and
distributor of home health care products.  Ms. Gill is also  sole
proprietor  of DRG Enterprises, a consulting company specializing
in marketing, sales and new product development.  Ms. Gill was  a
founder  of  Merit Medical Systems, Inc. in Salt  Lake  City  and
served until 1992 as Executive Vice President and Director.   She
was also previously employed by Utah Medical Products, Inc. where
she  served as Vice President of Marketing and Sales.   Ms.  Gill
also  currently  serves  as  a  Director  of  the  Board  of  NYB
Corporation  in  Salt  Lake City.  Ms. Gill  graduated  from  the
University  of  Phoenix  with  a  Bachelors  Degree  in  Business
Administration in 1988.


                 ITEM 10.  EXECUTIVE COMPENSATION
                                 
General

    The  Company's  executive officers  and  directors  receive
compensation in the form of salaries, bonuses, benefits  realized
under  the  Company's 401(k) plan, ESOP plan  and  stock  options
granted  under the 1993 ZEVEX Stock Option and Stock Award  plan.
The  board  of  directors has appointed a compensation  committee
which  consists of Bradly Oldroyd and Darla Gill to  address  the
compensation  of executive officers and directors.   The  Company
has  not  entered into employment agreements with  its  executive
officers  and compensation levels are determined by the board  of
directors on an annual basis.

Compensation of Executive Officers

   The following table sets forth the cash compensation paid by
the  Company  to each of the Company's executive officers  during
the three year period ended December 31.

                    SUMMARY COMPENSATION TABLE
                                 Long Term
                                Compensation
                     Annua         Awards           Payouts
                       l
                     Compe
                     nsati
                       on
   (a)          (b)    (c)     (d)     (e)    (f)     (g)    (h)    (i)
                                      Other   Restricted     All
Name and                              Annual  Stock          LTIP   Other
Principal       Year   Salary   Bonus  Comp   Awards  Optio  Payouts Comp.
Position
Dean G.        1996  $72,073   $12,189 $5,844     0     0     0      0
Constantine         
CEO and        1995  $64,114   $10,102 $5,261     0      0    0      0
President      1994  $61,238   $10,000 $5,162     0      0    0      0

David J.       1996  $72,073   $12,189 $5,844     0      0    0      0
McNally 
Vice President 1995  $64,114   $10,102 $5,261     0      0    0      0
               1994  $61,238   $10,000 $5,162     0      0    0      0

Phillip L.     1996  $72,073   $12,189 $5,844     0      0    0      0
McStotts 
Secretary
/Treasurer     1995  $64,114   $10,102 $5,261     0      0    0      0
               1994  $61,238   $10,000 $5,162     0      0    0      0

The  Other  Annual  Compensation listed in  the  above  table  is
contribution  by the officer into a deferred compensation  401(K)
plan.

Options Grants in Last Fiscal Year

   No options were granted to the persons listed in the Summary
Compensation Table during the year ended December 31, 1996.

Aggregated Option Exercises in Last Fiscal Year and Fiscal  YearEnd
Option Values

      The following table sets forth the options exercised during
the  year  ended December 31, 1996, by each executive officer  of
the Company and the value of options held by such persons at year
end.
 (a)                 (b)           (c)         (d)     (e)
                                                                   Value of
                                            Number of            Unexercised
                                           Unexercised          In-the-Money
                                           Options at           Options at
                                               FY-End               FY-End
                       Shares
Name     and           Acquired    Value      Exercisable/     Exercisable/
Principal Position    on Exercise  Realized   Unexercisable   Unexercisable
Dean G. Constantine
President                0            0         5,400/0           0/0

David J. McNally
Vice President           0            0         5,400/0           0/0

Phillip J. McStotts
Secretary/Treasurer      0            0         5,400/0           0/0

The  unexercised  options  listed  above  were  granted   on
December  17,  1992 and expire on December  16,  2001. The
exercise price on the above options is $5.00.
Compensation of Directors
      The  Company pays each director who is not an
employee of the Company or its subsidiary a director's fee of
$50 per board of directors meeting attended by them. Directors
who
are   employees   of  the  Company  receive  no
additional
compensation for serving as directors or attending meetings of
directors.   During 1996, and as  of  the date  hereof, Bradly
Oldroyd  and  Darla  Gill  are  the only  directors receiving
compensation under this arrangement.

Non-Employee Stock Option Plan

      In  1996, the Company established and the shareholders
approved the 1996 Non-Employee Stock Option Plan under which
the  Company could grant options to purchase up  to  100,000
shares  of the Company's Common Stock (subject to adjustment
for such matters as stock splits and stock dividends).  This
Plan  is a nonstatutory or non-qualified stock option  plan
pursuant  to which Options may be granted  to  non-employee
directors of  the Company.  This Plan is intended  to  meet
requirements  of  Rule  16b-3 of the Exchange  Act  and the
Options  granted  hereunder are  intended  to  be "Formula"
Options  under section 16b-3(c)(2)(ii) of the Exchange  Act.
The  capital  stock that may be delivered under  this  Plan
shall  be  shares of the Company's authorized  but  unissued
Common  Stock  and any shares of its Common  Stock  held  as
treasury shares.  The Option Plan may be administered by the
board  of  directors  of the  Company  or  by  a  committee
appointed  by  the board of directors.  The  board,  or  the
committee  if and when appointed, will interpret the  Option
Plan,   its rules  and  regulations,  and  the  instruments
evidencing the restrictions imposed upon stock  sold  under
the Option  Plan,  and will make all determinations  deemed
necessary  or  advisable for administration  of  the Option
Plan.   During 1996, 12,000 options were granted under  the
plan.

Stock Option Plan

      In  1993, the Company established and the shareholders
approved  the 1993 Stock Option and Stock Award  Plan  under
which  the  Company could grant options to  purchase  up  to
200,000  shares  of the Company's Common Stock  (subject  to
adjustment  for  such  matters as  stock  splits  and  stock
dividends)  which may be incentive stock options within  the
meaning  of  section 422A of the Internal  Revenue  Code  of
1986,  as amended,  or  options which  do  not  qualify  as
incentive stock options.  The Option Plan also provides for
grant  of  stock  appreciation rights and  stock awards  to
eligible  participants, subject to forfeiture restrictions.
The  Option  Plan  may  be  administered  by the  board  of
directors of the Company or by a committee appointed by  the
board of directors.  The board, or the committee if and when
appointed,  will interpret the Option Plan,  its  rules  and
regulations, and the instruments evidencing the restrictions
imposed upon stock
sold under the Option Plan, and will make all determinations
deemed  necessary  or  advisable  for administration  of  the
Option Plan.  During  1994, 19,000 options were granted under
the plan.
          In  connection with the underwriting of the
Company's 1993 public offering of Units, the Company agreeed
that  for a  period  of  three years subsequent to the  date
of  the prospectus for the offering (April 29, 1993), it
would  not grant any stock options without the prior written
consent of the  underwriter except that the Company may grant
incentive stock  options  for up to 100,000 shares  of  the
Company's common stock to persons who are not directors of the
Company without the underwriter consent.

Profit Sharing Plan
     During 1991, the Company established a qualified 401(k)
profit sharing plan.  Eligible employees may defer a portion
of  their  salary.   At  the  discretion  of the  board  of
directors,  the Company may make a matching contribution  of
an  additional  amount  of up to four percent  of  eligible
employee  deferrals  and  a discretionary  amount   to   be
determined  by the board of directors each year.   Employees
are  fully vested after seven years.  Contributions  to  the
plan  for the year ended December 31, 1996, 1995, 1994, 1993
and   1992 were  $86,035,  $45,997,  $35,436,  $22,981  and
$34,223, respectively.
Employee Stock Ownership Plan
In 1993, the Company established and the shareholders approved
t he Employee Stock Ownership Plan (ESOP). The ESOP is a
defined contribution plan, and benefits are payable under the
ESOP only to the extent of Company contributions and earnings
of the ESOP.  The ESOP has no minimum funding requirements and
the Company's Board of Directors has sole discretion to
determine the amounts to be contributed. Contributions by the
Company will be invested primarily in Common Stock of the
Company by the trustees appointed for the ESOP or in savings
accounts, certificates of deposit, higher grade short term
securities, equity stocks, bonds, other investments or cash.
Employees are fully vested after seven years.  Contributions
to the plan for the year ended December 31, 1996, 1995, 1994
and 1993, were $0, $33,750, $0 and $16,650, respectively.
      ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                         OWNERS AND MANAGEMENT
       The following table sets forth, as of February 18
1997, the  number  of  shares of the Company's common stock,
par value $0.04, owned of record or beneficially by each of
the executive officers and directors of the Company and  by
all directors  as  a group.  Such persons are the  only
persons known  to  the Company to be the beneficial owner of
5%  or more  of  the issued and outstanding shares of the
Company's common  stock.  As of such date, the Company had a
total  of 1,995,716  shares of  common  stock  issued  and
1,995,716 outstanding.
Number of        Percent
   Name                                     Shares        of
                             Class
                                      Owned(1)(4)(5)
Dean G. Constantine                     264,400(2)
13.00%
David J. McNally                        252,598 (2)
12.43%
Phillip L. McStotts                     159,400(2)
7.84%
Bradly A. Oldroyd                        7,000(3)
 .34%
Darla R. Gill                            5,480(3)
 .27%
All Officers and Directors
as a Group (5 persons)                 688,878(2)(3)
33.69%
Other Beneficial Owners
Douglas K. Anderson                      130,000
6.39%
Kirk Blosch                           550,000(4)(5)
22.04%
Jeff Holmes                           550,000(4)(5)
22.04%
All Individuals As
A Group (8 Persons)                   1,659,878(2)(3
66.51%
                                         )(4)(5)
(1)  Unless   otherwise  indicated,  all  shares  are   held
      beneficially and of record by the person indicated.
                               
(2)  Includes  options  to purchase up to 12,400  shares  of
     Common  Stock  held  by  each of  Messrs.  Constantine,
     McNally and McStotts.
     
(3)  Includes  options  to purchase up to  7,000  shares  of
     Common  Stock  held by Mr. Oldroyd, and  5,000  by  Ms.
     Gill.
     
(4)  Includes  options to purchase up to 175,000  shares  of
     common stock held by Messrs. Blosch and Holmes.
(5)  Includes 250,000 shares of common stock held by  Blosch
    and  Holmes LLC of which Messrs. Blosch and Holmes  are
     principles.
     
     
   ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
      During the last two years, the Company has not entered
into  any  transaction  with any  affiliate  which  requires
disclosure in this Item 12.
                           PART IV
                              
     ITEM 13  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
                      REPORTS ON FORM 8-K
                      
Financial Statements

       The   following  financial  statements  are  included
immediately following this report.

                                                    Page
                                                    No.

     Independent Auditor's Report
32
     Consolidated Balance Sheets
33
     Consolidated Statements of Operations
34
     Consolidated Statements of Stockholders' Equity
35
     Consolidated Statements of Cash Flows
36
     Schedule of Noncash Activities                          37
     Notes to Consolidated Financial Statements              38

Exhibits
          SEC
Exhibit        Reference
 No.                                   No.
                                       Title   of   Document
                                       Location

     1           3             Articles   of   Incorporation
Incorporated By Reference*

             2                   3                    Bylaws
Incorporated By Reference*
     3           10           Industrial   Lease
Agreement
Incorporated By Reference*
                                   Dated September 22,
1987
    4          10          ZEVEX  1991  Stock  Option
Plan
Incorporated By Reference*

   5         10          ZEVEX  401(K) Profit  Sharing
Plan
Incorporated By Reference*

    6          10          ZEVEX  1993  Stock  Option
And
Incorporated By Reference(a)
                     Stock Award Plan
                             
  7        10         ZEVEX Employee Stock
Incorporated By Reference(a)
                      Ownership Plan
                             
       8             10              ZEVEX      Non-
Employee
Incorporated  by  Reference(b)            Director's
Stock
Option Plan

*Incorporated  by reference from Registrant's annual
report on           Form  10-K for the fiscal year ended
December 31,  1992,
dated February 15, 1993.

(a)Incorporated by reference from Registrant's annual
report on           Form  10-K for the fiscal year
ended
December 31,  1993,
dated March 25, 1994.
(b)10-KSB December 31, 1995, Dated March 25, 1996
Reports on Form 8-K
      During  the  last  quarter of the  fiscal  year
ended December 31, 1996, the Company filed no reports
on form 8-K.

      Pursuant to the requirements of section 13 or
15(d) of the Securities Exchange of 1934, as amended,
the Company has duly          caused this report to be
signed on
its behalf  by  the
undersigned, thereunto duly authorized.

                              ZEVEX INTERNATIONAL, INC.
Dated:  March, 26 1997
By \s\ Phillip L. McStotts               By  \s\   Dean G. Constantine
      Phillip L. McStotts                      Dean G. Constantine
      Principal Financial Officer           Principal Executive Officer

      Pursuant to the requirements of section 13 or
15(d) of the Securities Exchange of 1934, as amended,
the Company has duly          caused this report to be
signed on
its behalf  by  the
following  persons  on  behalf of the  Company  and  in
the capacities and on the dates indicated.

     Name
Title
          Date
 \s\ Dean G. Constantine               
President                                       March 26, 1997
Dean G. Constantine   and Director


 \s\   David   J.   McNally
 Vice President and Director                    March 26, 1997
David J. McNally   

\s\ Phillip L. McStotts    
 Secretary, Treasurer and Director               March 26, 1997
Phillip L. McStotts 

 \s\     Bradly    A.    Oldroyd
Director                                         March, 26 1997
Bradly A. Oldroyd

 \s\    Darla   R.   Gill
Director                                         March, 26 1997
Darla R. Gill
Supplemental Information to be Furnished With Reports
Filed Pursuant to Section 15(d) of the Act by
Company's Which Have Not Registered Securities
Pursuant to Section 12 of the Act


                    ZEVEX INTERNATIONAL, INC.
                         AND SUBSIDIARY
                CONSOLIDATED FINANCIAL
                STATEMENTS
                              WITH
                  INDEPENDENT AUDITORS' REPORT

           For The Three Years Ended December 31,
                        1996 TABLE OF CONTENTS
                        
                        
                        
Page

Independent Auditors' Report . . . . . . . . . . . . . . . . . .
 .
 .
32
Consolidated Balance Sheets. . . . . . . . . . . . . . . . . . .
 .
 .
33
Consolidated Statements of Operations. . . . . . . . . . . . . .
 .
 .
34
Consolidated Statements of Stockholders' Equity. . . . . . . . .
 . .
35
Consolidated Statements of Cash Flows. . . . . . . . . . . . . .
 .
 .                                                            36-
7
Notes to Consolidated Financial Statements . . . . . . . . . . .
 . .                                                          38-
47
                  INDEPENDENT AUDITORS' REPORT
                                
                                
To the Board of Directors and Stockholders
of ZEVEX International, Inc.

We have audited the accompanying consolidated balance sheet of
ZEVEX International, Inc. and Subsidiary as of December 31,
1996, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the year then ended.
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 audit.

The consolidated financial statements of ZEVEX International,
Inc. and Subsidiary as of December 31, 1995 and 1994, were
audited by other auditors whose report dated February 12, 1996,
expressed an unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
consolidated 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 audit
provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the
consolidated financial position of ZEVEX International, Inc. and
Subsidiary as of December 31, 1996, and the results of their
operations and their cash flows for the year then ended in
conformity with generally accepted accounting principles.






Salt Lake City, Utah
February 13, 1997

                                            1996        1995
ASSETS
  CURRENT ASSETS
Cash                                   $ 2,085,055  $   870,333
Accounts Receivable                      1,429,521    1,209,794
Inventories                              1,344,297      791,960
Marketable                                 203,109            0
securities
Income tax deposits                         41,458            0
Employee advances                            5,350        2,835
TOTAL CURRENT ASSETS                     5,108,790    2,874,922

Property and equipment
at cost, less accumulated
depreciation of 
 $692,840 and $460,215                  1,207,034       363,771
Patents and trademarks, net
of amortization of $1,700
and $0                                     49,357             0
Other assets                                3,489         8,682
TOTAL ASSETS                        $     6,368,670  $ 3,247,375

LIABILITIES AND
STOCKHOLDERS' EQUITY
   CURRENT LIABILITIES
  Accounts payable                   $    339,023    $ 191,562
  191,562 Accrued expenses                188,878       96,206
  Income taxes payable                          0       58,735
  Bank line of credit                      60,108            0
TOTAL CURRENT LIABILITIES                 588,009      346,503 

Deferred taxes                             79,212            0
Industrial development bond             2,000,000            0

STOCKHOLDERS' EQUITY
Common stock, $.04 par value,
authorized 5,000,000 shares,
issued 1,495,716 and 1,365,716             59,829       54,629
shares in 1996 and 1995
Additional paid in capital              1,794,633    1,344,833
Retained earnings                       1,846,987    1,501,410

TOTAL STOCKHOLDERS EQUITY               3,701,449    2,900,872
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY               $     6,368,670 $  3,247,375


                                     1996        1995          1994
REVENUES
Sales                            $  5,663,733  $ 5,295,762 $ 3,332,437
Cost of sales                       2,936,055    3,065,553   2,016,670
  
              GROSS PROFIT          2,727,678    2,230,209   1,315,767

Selling, general and
   administrative expenses          1,892,317    1,324,749   1,023,987

  OPERATING INCOME                    835,361      905,460     291,780

OTHER INCOME (EXPENSE)
   Int  erest income                   53,819       40,829      36,127
   Interest expense                   (12,981)           0           0
   Unrealized gain 
   on marketable 
   securities                         203,109            0           0
   Loss on retirement
   of equipment                             0         (179)          0
   Research and development          (527,562)    (502,255)   (419,278)
Income (loss) before
(provision) benefit for income         551,746      443,855    (91,371)
taxes

(Provision) benefit
for income taxes                     (206,169)    (127,055)     66,709

Net Income (Loss)                   $ 345,577     $ 316,800  $ (24,662)
Net Income (Loss) per Common Share  $  0.2489     $  0.2426  $ (0.0218)

Weighted Average
Number of
Common Shares Outstanding            1,388,511    1,305,812    1,130,609




                                   Additional
                           Stock   Paid-In             Treasury
                 Common                     Retained
                 Shares    Amount  Capital  Earnings    Stock       Total      
Balances at
December 31,
1993            1,138,109 $ 45,525 $1,344,833 $1,218,376 $ (33,750) $2,574,984

Net(loss) for 
the year
ended December 
31, 1994              0         0          0    (24,662)         0   (24,662)


Balances at
December 31, 
1994             1,138,109   45,525   1,344,833 1,193,714   (33,750) 2,550,322

Contribution of
treasury stock
to employee
stock ownership
plan                      0         0         0        0     33,750     33,750

Common stock
dividend             227,607      9,104        0   (9,104)        0          0

Net income for
the year ended
December 31, 1995          0          0        0    316,800       0    316,800


Balances at
December 31, 1995    1,365,716   54,629  1,344,833 1,501,410       0 2,900,872

Issuance of
common stock
for acquisition
of land               130,000     5,200   449,800          0       0   455,000

Net income for
the year ended 
December 31, 1996           0         0         0     345,577      0   345,577

Balances at
December 31, 1996  1,495,716 $ 59,829 $ 1,794,633 $ 1,846,987 $   0 $3,701,449



                                     1996         1995       1994
 CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss)             $  345,577  $  316,800  $  (24,662)
  Adjustments to reconcile
  net cash                          232,625     153,523     128,672
  provided by operating 
  activities:
  Depreciation and amortization      232,625     153,523    128,672
  expense
  Deferred tax expense                79,212           0          0
  Unrealized gain on marketable
  securities                        (203,109)           0          0
  Loss on retirement of
  equipment                                 0         979          0
  Change in asset and liability accounts:
       (Increase) in      
       accounts receivable           (219,727)    (357,915)  (110,044)
       (Increase) in
        inventories                  (552,337)    (100,895)  (276,529)
        (Increase) decrease in
            employee advances          (2,515)       1,459         976
         Decrease in prepaid 
            expenses                         0      16,235       1,398
         (Increase) decrease in income
            tax deposits               (41,458)     115,846   (115,846)
         (Increase) decrease in
            other assets                 5,193     (4,467)      (2,306)
          Increase (decrease) in
            accounts payable           147,461       (660)      32,520
         Increase in accrued expenses   92,672      14,721      22,140
         (Decrease) in pension
         plan payable                        0           0      (6,700)
         Increase(decrease) in income
            taxes payable                  (58,735)     58,735 (111,340)
          Net cash flows provided (used)
          by operating activities          (175,141)  214,361  (461,721)

       Cash Flows from
       Investing Activities:
           Acquisition 
           of property and 
           equipment                       (619,188) (242,110) (136,744)
           Acquisition of patents
           and trademarks                   (51,057)        0          0
       Net cash flows (used)
       by investing activities              (670,245) (242,110) (136,744)

   Cash Flows from Financing Activities:
       Proceeds from bank line
        of credit                            60,108           0          0
       Repurchase of common
       stock by Company                            0      33,750          0
       Proceeds from industrial
        development bond                   2,000,000           0          0
       Net cash flows provided by
        financing activities               2,060,108      33,750          0
       Net increase (decrease) in cash     1,214,722       6,001   (598,465)
       Cash and cash equivalents
        at beginning of period               870,333     864,332   1,462,797
       Cash and cash equivalents
        at end of period                 $  2,085,055 $ 870,333  $  864,332


SUPPLEMENTAL DISCLOSURES OF CASH FLOW


   Cash paid during the year for: 
                                               1996       1995        1994

Interest paid                               $   6,530  $   438    $      0

Income taxes paid                           $ 170,839  $  19,200  $ 156,499


   Schedule of Non Cash Financing Activities:

Issuance of common stock
dividend, 227,607 shares                     $      0   $  9,104  $      0

Issuance of common stock
for acquisition of land
130,000 shares                               $ 455,000  $      0  $      0




               ZEVEX INTERNATIONAL, INC. AND SUBSIDIARY NOTES TO
              CONSOLIDATED FINANCIAL STATEMENTS
                          December 31, 1996
                          
                          
1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 a.  Business Information
          The Company was incorporated under the laws of the
     State of Nevada on December 30, 1987.  The Company was
     originally incorporated as Downey Industries, Inc. and
changed its name to ZEVEX International, Inc. on August 15,
1988.  The Company develops and manufactures electronic
components, transducers and transformers.
 b.  Principles of Consolidation
        The consolidated financial statements include the
     accounts of ZEVEX International, Inc. (Company) and its
     wholly-owned subsidiary ZEVEX, Inc.  All significant inter
     company balances and transactions have been eliminated in
     the consolidation.
 c.  Inventories
          Inventories are accounted for at the lower of cost or
     market by using the first-in, first-out method, which
     prices the inventories at the most current purchase cost.
     
 d.  Marketable Securities
          Securities classified as available for sale are stated
     at their fair market values.  If there is a decline in
     market value below costs, the resulting valuation reserve
     is shown separately as a reduction of the cost.  The cost
     of securities sold is determined by the specific
     identification method.  These securities are being
     accounted for in accordance with Statement of Financial
     Accounting Standards (SFAS) No.115, "Accounting for Certain
     Investments in Debt and Equity Securities."
     
 e.  Property and Equipment
          Property and equipment are stated at cost less
     accumulated depreciation.  Depreciation is provided over
     expected useful lives of five or seven years on accelerated
     methods, which provide for more depreciation expense in the
     early years of the estimated life of the asset.
     
          Major replacements which extend the useful lives of
     equipment are capitalized and depreciated over the
     remaining useful life.  Normal maintenance and repair items
     are charged to costs and expenses as incurred.
     
 f.  Intangible Assets
          The costs of internally developed patents and trade
     marks are being amortized over a fifteen year life on the
     straight-line basis.
     
 g.  Bad Debts
          Management believes that all accounts receivable as of
December 31, 1996 and 1995, were fully collectible;
therefore, no allowance for doubtful accounts was recorded.

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 h.  Cash and Cash Equivalents
          For purposes of preparing the statements of cash
     flows, the Company considers all certificates of deposit
     and highly liquid debt instruments
     purchased with a maturity of three months or less to be
cash equivalents.
 i.  Concentration of Credit Risk
          The Company extends credit to many of its customers.
     The Company's clients are located throughout the United
     States and Europe.  The Company performs ongoing credit
     evaluations of customers and requires no collateral on
     accounts receivable.
 j.  Net Income (Loss) Per Share
          The computation of net income (loss) per share of
     common stock is computed by dividing net income (loss) for
     the period by the weighted average number of shares
     outstanding during the period.  Common stock equivalents
     which dilute earnings per share were not taken into
     consideration in the calculation because they had no
     material impact.  The number of common shares and per share
     amounts presented in the accompanying consolidated
     financial statements have been adjusted to reflect the
     effects of a forty-to-one stock split in March 1995 (see
     Note 10.a).  The accompanying financial statement gives
     effect to this action on a retroactive basis.
2.   CASH ACCOUNTS
        At December 31, 1996 and 1995, the Company's cash
     consists of the following:
                                                      1996
1995

     Checking and Money Market                    $     68,983
$
54,977
     Savings and trust                               2,016,072
815,355

                                            $  2,085,055    $
870,332

          The Company maintains its cash balances in three
     separate financial institutions.  At December 31, 1996 and
     1995 the Company had $1,928,564 and $715,355 in excess of
     federally insured limits for deposits.
     
     
3.   INVENTORIES
          Inventories consist of the following at December 31,
     1996 and 1995:
     
                                                     1996
1995
     Work in Progress                             $    292,423
$
227,154
     Materials                                 1,051,874
564,806

                                            $  1,344,297    $
791,960


4.   MARKETABLE SECURITIES
          The book and approximate market values of marketable
     securities at December 31, 1996 and 1995 is as follows:
     
     Security A                1996               Security A
1995                       Book       Approximate   Unrealized
Book Approximate     Unrealized
       Value     Market Value      Gain        Value    Market
Value
Gain

     $        0  $    203,109  $    203,109 $        0  $          0
$
0

          The unrealized gain, included in the consolidated
     statements of operations for the years ended December 31,
    1996, 1995, and 1994 was $203,109, $0, and $0, respectively.
     Market values were obtained from a brokerage firm.

5.   PROPERTY AND EQUIPMENT
        At December 31, 1996 and 1995, property and equipment
     consists of the following:
                                                     1996
1995

     Machinery and equipment                            $    433,171
$    341,929
     Furniture and fixtures                            365,797
271,868
     Vehicles                                      4,500
4,500
     Tooling costs                               406,219
165,260
     Leasehold improvements                             54,464
40,429
     Building                                    129,023
0
     Land                                              505,000
0
                                                     1,898,174
823,986
          Less: accumulated depreciation                    691,140
460,215

         Property and equipment - net                  $  1,207,034
$    363,771

          Depreciation expense for the years ended December 31,
     1996, 1995 and 1994 amounted to $230,625, $153,523 and $128,672
     respectively.
     
     
6.   INCOME TAXES
        The (provision) benefit for income taxes is made, at
     Federal and State statutory rates, based on earnings
      reported in the financial statements for the amount of
     income taxes payable currently.

          Deferred income taxes arise from temporary differences
resulting from income and expense items reported for financial
accounting and tax purposes in different periods.  Deferred taxes
are classified as current or non-current, depending on the
classification of the assets and liabilities to which they relate.
Deferred taxes arising from temporary.
6.   INCOME TAXES (CONTINUED)
     differences that are not related to an asset or liability
   are classified as current or non-current depending on the
     periods in which the temporary differences are expected
     to reverse.
     
          Temporary differences giving rise to the deferred
     tax liability consist primarily of the excess of
     depreciation for tax purposes over the amount for
     financial reporting purposes and unrealized gain on
     marketable securities being reported differently for
     financial reporting and tax purposes.

          The (provision) benefit for income taxes consists of
     the following:
                                       1996          1995
1994
          Current taxes:

          Federal                  $   (137,196) $   (153,228) $
21,480
          State                             (17,936)
(22,440)
3,790
          R & D credit                       28,175    48,613
41,439

          Deferred taxes:
          Federal                       (69,057)            0
0
          State                             (10,155)
0
0

          (Provision) benefit for
           income taxes            $   (206,169) $   (127,055) $
66,709

          The actual tax (expense) benefit differs from the 34%
     Federal statutory rate as follows:
                                       1996          1995
1994
     Expected tax (expense)
       benefit at Federal rate              $   (137,196) $
(153,461) $     31,066

         State income tax (expense)
           benefit, net of federal
          benefit                           (12,735)      (16,064)
3,280

       Research & development credit       28,175    48,613
41,439

         Non-deductible expenses             (6,164)       (5,366)
(9,076)

         Other                          (78,249)         (777)
0

         Total (provision) benefit
          for income taxes             $   (206,169) $   (127,055)
$
66,709


7.   BANK LINE OF CREDIT
          On December 11, 1996, the Company entered into a
     $500,000 open line of credit arrangement with a financial
     institution. The line is due May 31, 1997.  The line of
     credit is collateralized by accounts receivable rights and
     bears interest at a rate of prime plus 1%.  The Company owes
     $60,108 on the line of credit at December 31, 1996.
     
     
8.   INDUSTRIAL DEVELOPMENT BOND
          On October 30, 1996, the Company completed a
   transaction defined as "Murray City, Utah, Adjustable Rate
     Industrial Development Revenue Bonds, Series 1996 (ZEVEX,
     Inc. Project)" in the amount of $2,000,000.  The bonds are
     secured
     by an irrevocable Letter of Credit issued by a bank. The
     bonds bear interest at an adjustable rate based on the
     weekly taxexempt floater rate as determined by the
     remarketing agent. The bonds mature on October 1, 2016.
     Principle reductions occur in the amount of $100,000 per
     year at a rate of $8,333 per month starting April 1, 1997.
     The bonds will bear interest only until March 31, 1997.
9.   RESEARCH AND DEVELOPMENT COSTS
          Costs of planning, designing and related engineering
     expenditures are charged to expense when incurred.  During
     the years ended December 31, 1996, 1995, and 1994 the
     Company expensed $527,562, $502,255 and $419,278,
     respectively.  These costs are included in selling, general
     and administrative expenses in the consolidated statements
     of operations.
10.  EMPLOYEE BENEFIT PLANS
          During 1991, the Company established a qualified 401(k)
     profit sharing plan.  Eligible employees may defer a portion
     of their salary.  At the discretion of the Board of
     Directors, the Company may make a matching contribution of
     an additional amount up to four percent (4%) of eligible
     employees deferrals and a discretionary amount to be
     determined each year by the Board of Directors.  Employees
     are fully vested after seven years.  Contributions to the
     plan for the year ended December 31, 1996, 1995 and 1994
     were $86,035, $77,037 and $35,436, respectively.  The
Company shows a payable to the plan of $38,000, $9,718 and $0-,
at December 31, 1996, 1995 and 1994, respectively.


11.  STOCKHOLDERS' EQUITY
          a. Reverse Stock Split
          On March 16, 1993, the Company effected a 1-for-40
     reverse split on its issued and outstanding shares of common
     stock which reduced the number of outstanding shares from
     37,500,000 shares to 938,109 shares.  The Company also
     changed its authorized capital from 200,000,000 shares of
     common stock, par value $0.001, to 5,000,000 shares of
     common stock, par value $0.04.  Such actions were
     implemented by an amendment to the Company's Articles of
     Incorporation filed with the Nevada Secretary of State on
     March 16, 1993.
     
          b. Issuance of Common Stock
11.  STOCKHOLDERS' EQUITY (CONTINUED)
          On May 10, 1993 the Company completed a firm commitment
     public offering of 200,000 units at $6 per unit of common
     stock.  The net proceeds from the sale were $1,000,594 after
     deducting underwriting commissions and expenses of $156,000
     and direct offering costs of $43,606.
     
          Each unit consists of one post-split share of common
     stock, par value $0.04, and one common stock purchase
     warrant. The warrants are exercisable for a period of three
     years commencing on October 29, 1993, at a price of $7.00
     per share during the first year of the exercise period,
     $7.50 per share during the second year, and $8.00 per share
     during the third year.  The warrants may not be exercised in
     the absence of an effective registration statement
     pertaining to the shares of common stock issuable upon
     exercise of the warrants (the "warrant shares") and the
     Company is only obligated to file a registration statement
     with respect to the warrant shares under certain conditions.
     The warrants are detachable from the units, but the warrants
     and  common stock are still traded as a unit.  The warrants
     are subject to redemption by the Company upon thirty days'
     advance notice at a price of $0.01 per warrant at any time
     that a current registration statement
     pertaining to the warrant shares is effective.

          On March 8, 1995, the Company declared a 20% stock
     dividend payable on April 3, 1995 to all shareholders of
     record on March 23, 1995.  The warrants included in the
     Company units will be adjusted as a result of the stock
     dividend so that the number of shares subject to warrants
     will be increased by 20% and the exercise price(s) of the
     warrant will be proportionally reduced.  The exercise
     price(s) of the warrants after the dividend was $6.25 until
     October 29, 1995, when they increased to an exercise price
     of $6.67 until they expire on October 29, 1996.
     
          The Company did not extend the exercise period of the
     warrants issued.
     
     
12.  EMPLOYEES' STOCK OWNERSHIP PLAN
          Effective October 14, 1993, the Company adopted an
     Employee Stock Ownership Plan which covers all employees
     who are over the age of 21, has been employed for at least
     90 days and who provides at least 1,000 hours of service.
     
          Full vesting will occur after seven years of service
     or upon normal retirement at 65 years of age.
     Contributions to the plan are at the discretion of the
     Board of Directors with no minimum annual funding
     requirements.  Contributions to plan will be primarily made
     with common stock of the Company.
     
          The Company had previously made a contribution to the
     plan for the year ended December 31, 1995 of 9,500 units
     with a cost of $33,750.  No contribution was made for the
     year ended December 31, 1996 and 1994.
     
     
13.  STOCK OPTION PLAN
          The Company has a stock option plan (1991 plan) under
     which certain key employees have the option to purchase
     2,000,000 shares of the Company's common stock at a price
     determined by the committee.  Such price may be more, equal
     to, or less than the current market price of the Company's
     common stock.  No option shall be granted under this plan
     after December 31, 1996.
     
          During 1992, 1,000,000 shares were granted under this
     plan at an option price of $.15 per share.  During 1991,
     1,000,000 shares were granted under this plan at an option
     price of $0.02375 per share.  At December 31, 1996, 1995
     and 1994, none of the option shares granted had been
     exercised.
     
          Effective October 14, 1993, the Company adopted the
     1993 Stock Option Plan (the "Plan").  The plan authorizes
     the grant to key employees, and consultants, including
     officers and directors who are also employees,  options to
     purchase up to 200,000 shares of the Company's common stock
     (subject to adjustment for such matters as stock splits and
     stock dividends), which may be incentive stock options
     within the meaning of section 422A of the Internal Revenue
     code of 1986, as amended, or options which do not qualify
     as incentive stock options.  The plan also provides for the
     grant of stock appreciation rights and stock awards to
     eligible participants, subject to forfeiture restrictions.
     The plan will be administered by the Board of Directors of
     the Company or by a committee appointed by the Board of
     Directors.  The Board, or the committee if and when
     appointed, will interpret the plan, its rules and
     regulations, and the instruments evidencing the
     restrictions imposed upon the stock sold under the plan,
     and will make all the determinations deemed necessary or
     advisable for administration of the plan.
          Options issued under the plan which are intended to
     qualify as incentive stock options within the meaning of
     section 422A of the Internal Revenue Code will be subject
     to certain restrictions and conditions including the
     following: the exercise price may not be less than the fair
     market value of the common stock on the date of grant; no
     incentive options may be granted to any person who holds
     more than 10% of the Company's issued and outstanding
     shares unless the exercise price is at least 110% of the
     fair market value of the common stock on the date of grant
     and the term of the option is for five years or less; the
     aggregate fair market value of the common stock with
     respect to which incentive stock options are exercisable
     for the first time by an employee during any calendar year
     may not exceed $100,000; the right to exercise an option
     terminates three months after the termination of employment
     unless
13.  STOCK OPTION PLAN (CONTINUED)
     the employee dies or is disabled; and the options may not
     be transferred except by will or the laws of decent and
     distribution.
     
          During 1994, 19,000 shares were granted under this
     plan at an option price of $3.00 per share.  None of the
     shares granted were exercised as of December 31, 1996, 1995
     and 1994.
     
          In connection with the underwriting of the Company's
     1993 public offering of units, the Company agreed that for
     a period of three years subsequent to the date of the
     prospectus for the offering (April 29, 1993), it would not
     grant any stock options without the prior written consent
     of the underwriter except that the Company may grant
     incentive stock options for up to 100,000 shares of the
     Company's common stock to persons who are not directors of
     the Company without the underwriter's consent.
     
     
14.  REPURCHASE OF COMMON STOCK UNITS
          The Company repurchased 11,200 units of outstanding
     common stock for $50,400.  The Company subsequently
     contributed all 11,200 units to the Employee's Stock
     Ownership Plan (see Note 12).
     
     
15.  LEASE COMMITMENTS
          The Company and its subsidiary occupy an
     administrative and manufacturing facility under the terms
     of an operating lease agreement.
     
          Lease expense of $109,505 $74,551, and $54,508 has
     been charged to operations for the years ended December 31,
     1996, 1995 and 1994, respectively.  The lease expires in
     April 1997.
     
          The following is a schedule by years of future minimum
     lease payments required under the non-cancelable operating
     leases:
     
           1997                                   $     38,698
16.  MAJOR CUSTOMERS
          The Company had sales to certain customers in 1996,
     1995 and 1994 which represented 10% or more of total sales.
     In
     1996, 66% of total sales were derived from three customers
     (33%, 23% and 10%).  In 1995, 56% of total sales were
     derived from two customers (32%, and 24%) and in 1994, 65%
     of total sales were derived from three customers (43%, 12%,
     and 10%).
     
     
17.  NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
          Effective April 16, 1996, the Company adopted a Non
     Employee Directors' Stock Option Plan.  The Plan will
     remain in effect until it is terminated by the Company or
     until May 31, 2001, whichever occurs first.
     
          This Plan is a non-statutory, or non-qualified stock
     plan pursuant to which options may be granted to
     nonemployee directors of the Company.  This Plan is
     intended to meet the requirements of Rule 16b-3 of the
     Exchange Act.
     
          The maximum number of shares of stock that may be
     issued is 100,000 shares, subject to some adjustments.
     
          Each person who was a non-employee director of the
     Company as of April 16, 1996 was granted an option to
     purchase 1,000 shares at an exercisable price of $4.50 per
     share.  Each person who becomes a non-employee director
     subsequent to April 16, 1996, but prior to termination of
     the Plan, will automatically (without action by Board or
     Committee) be granted an option to purchase 2,000 shares at
     a fair market value on the date such person is appointed a
     nonemployee director.
     
          In each calendar year during the term of this Plan,
     commencing in 1997, there shall be granted automatically
     (without any action by the Board or Committee) an option to
     purchase 2,000 shares of the Company's common stock to each
     non-employee director.  The grant date of such options
     shall be May 31, of each year.
     
          A participant shall not receive more than one option
     under this Plan in any calendar year, nor more than 8,000
     shares on the exercise of all options granted pursuant to
     this Plan.
     
          The purchase price per share of the common stock
     covered by each option granted pursuant to this Plan shall
     be 100% of the fair market value of the Common Stock on the
     grant date. The exercise price of all options granted under
     this Plan on April 16, 1996 is $4.50 per share.  The
     exercise price of all options granted under this Plan shall
     be the fair market value of the date of such grant.
     
          Each option granted under this Plan and all rights or
     obligations thereunder shall commence on the grant date and
     expire at the earlier of five (5) years thereafter and
     shall be subject to earlier termination as provided below.
     No option granted under this Plan shall be exercisable
     until at least six months after the later of (i) its grant
     date or (ii) shareholder approval of the Plan.
     
     
18.  PRIVATE PLACEMENT
        On December 16, 1996, the Company entered into a
     memorandum agreement to offer, on a best efforts basis,
     $1,250,000 of its securities which consist of 500,000 units
     at a price of $2.50 per unit.  Each unit consists of one
     share of common stock and a warrant to purchase one share
     of common stock at a price of $3.50 per share.
          The offering will be sold directly by the Company
     through it's officers and directors.  The Company will not
     pay any broker/dealer a commission for any units sold by
     the Company's officers and directors.
          The offering successfully closed on  February 12,
     1997. The offering proceeds will be used for general
     corporate purposes.
     
     
                     ACCOUNTANTS' CONSENT
                               
We consent to the use of our report dated February 13, 1997
accompanying the financial statements and Form 10-KSB of ZEVEX
International, Inc. and Subsidiary as of December 31, 1996 for the
purpose of filing with the Securities and Exchange Commission.