UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**FORM
      10-Q/A**


**(Amendment
      No. 1)**





Quarterly
      Report Under Section 13 or 15(d) of


The
      Securities Exchange Act of 1934







For
                quarter ended: March 31, 2005
            Commission
                File No.0-11178UTAH
                MEDICAL PRODUCTS, INC.(Exact
                name of Registrant as specified in its charter)UTAH
            87-0342734(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)7043
                South 300 West
              Midvale,
                Utah 84047
              Address
                of principal executive officesRegistrant's
                telephone number:(801)
                566-1200








Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports) and; (2) has been subject to such filing requirements
      for
      the past 90 days





Yes
            X
            No





Indicate
      by check mark whether the registrant is an accelerated filer (as defined in
      Rule
      12b-2 of the Exchange Act).


Yes
              X
              No


Indicate
      the number of shares outstanding of each of the issuer’s classes of common stock
      as of May 9, 2005: 4,028,532.














UTAH
      MEDICAL PRODUCTS, INC.


INDEX
      TO FORM 10-Q











PART
                I - FINANCIAL
                INFORMATION
            PAGEItem
                1.
            Financial
                StatementsConsolidated
                Condensed Balance Sheets as of March 31, 2005 and December 31,
                2004
            1Consolidated
                Condensed Statements of Income for the three months ended March 31,
                2005
                and March 31, 2004
            2Consolidated
                Condensed Statements of Cash Flows for three months ended March 31,
                2005
                and March 31, 2004
            3Notes
                to Consolidated Condensed Financial Statements
            4Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            7Item
                3.
            Quantitative
                and Qualitative Disclosures about Market Risk
            12Item
                4.
            Controls
                and Procedures
            12PART
                II - OTHER
                INFORMATIONItem
                1.
            Legal
                Proceedings
            13Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            13Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            14Item
                6
            Exhibits
            14SIGNATURES
            14

















PART
                I - FINANCIAL INFORMATION**Item
                1. Financial Statements**UTAH
                MEDICAL PRODUCTS, INC. AND SUBSIDIARIESCONSOLIDATED
                CONDENSED BALANCE SHEETS AS OFMARCH
                31, 2005 AND DECEMBER 31, 2004(in
                thousands)(unaudited)
            
            (audited)ASSETS
            
            MARCH
                31,
              2005
            
            DECEMBER
                31,
              2004Current
                assets:Cash
            
            $
            571
            
            $
            1,818Investments,
                available-for-sale
            
            
            15,954
            
            
            15,110Accounts
                receivable - net
            
            
            3,916
            
            
            3,730Inventories
            
            
            2,836
            
            
            2,859Other
                current assets
            
            
            945
            
            
            1,013Total
                current assets
            
            
            24,222
            
            
            24,530Property
                and equipment - net
            
            
            8,774
            
            
            9,058Goodwill
            
            
            7,191
            
            
            7,191Other
                intangible assets
            
            
            2,718
            
            
            2,718Other
                intangible assets - accumulated amortization
            
            
            (2,247
            )
            
            (2,235
            )Other
                intangible assets - net
            
            
            471
            
            
            483TOTAL
            
            $
            40,658
            
            $
            41,262LIABILITIES
                AND STOCKHOLDERS' EQUITYCurrent
                liabilities:Accounts
                payable
            
            $
            599
            
            $
            698Accrued
                expenses
            
            
            3,221
            
            
            3,638Total
                current liabilities
            
            
            3,820
            
            
            4,336Deferred
                income taxes
            
            
            753
            
            
            769Total
                liabilities
            
            
            4,573
            
            
            5,105Stockholders'
                equity:Preferred
                stock - $.01 par value; authorized - 5,000 shares;
                no shares issued or outstandingCommon
                  stock - $.01 par value; authorized - 50,000 shares;
                  issued - March 31, 2005, 4,070 shares December
                  31, 2004, 4,105 shares
            
            
            41
            
            
            41Accumulated
                other comprehensive income
            
            
            (216
            )
            
            226Retained
                earnings
            
            
            36,260
            
            
            35,890Total
                stockholders' equity
            
            
            36,085
            
            
            36,157TOTAL
            
            $
            40,658
            
            $
            41,262*see
                notes to consolidated condensed financial
                statements*






1




UTAH
        MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
 CONSOLIDATED
        CONDENSED STATEMENTS OF INCOME FOR THE
 THREE
        MONTHS ENDED MARCH 31, 2005 AND MARCH 31, 2004
 (in
        thousands, except per share amounts)
 (unaudited)
 
 THREE
                  MONTHS ENDED
                MARCH
                  31,2005
              
              2004NET
                  SALES
              
              $
              6,652
              
              $
              6,616COST
                  OF SALES
              
              
              2,918
              
              
              2,766Gross
                  Margin
              
              
              3,734
              
              
              3,850EXPENSES:Selling,
                  general and administrative
              
              
              1,118
              
              
              1,505Research
                  & development
              
              
              64
              
              
              65Total
              
              
              1,182
              
              
              1,570Income
                  from Operations
              
              
              2,552
              
              
              2,280OTHER
                  INCOME
              
              
              254
              
              
              6,214Income
                  Before Income Tax Expense
              
              
              2,806
              
              
              8,494INCOME
                  TAX EXPENSE
              
              
              837
              
              
              3,319Net
                  Income
              
              $
              1,969
              
              $
              5,175BASIC
                  EARNINGS PER SHARE
              
              $
              0.481
              
              $
              1.146DILUTED
                  EARNINGS PER SHARE
              
              $
              0.455
              
              $
              1.068SHARES
                  OUTSTANDING - BASIC
              
              
              4,096
              
              
              4,516SHARES
                  OUTSTANDING - DILUTED
              
              
              4,326
              
              
              4,845*see
                  notes to consolidated condensed financial
                  statements*


2


UTAH
        MEDICAL PRODUCTS, INC. AND SUBSIDIARIES
 CONSOLIDATED
        CONDENSED STATEMENTS OF CASH FLOWS
 FOR
        THE THREE MONTHS ENDED MARCH 31, 2005 AND MARCH 31, 2004
 (in
        thousands - unaudited)
  MARCH
                    31,2005
                
                2004CASH
                    FLOWS FROM OPERATING ACTIVITIES:Net
                    income
                
                $
                    1,969
                
                $
                    5,175Adjustments
                    to reconcile net income to net cash provided by operating
                    activities:Depreciation
                    and amortization
                
                
                178
                
                
                229Gain
                    on investments
                
                
                (70
                )
                
                -Provision
                    for losses on accounts receivable
                
                
                3
                
                
                3Deferred
                    income taxes
                
                
                91
                
                
                (69
                )Tax
                    benefit attributable to exercise of stock options
                
                
                23
                
                
                61Changes
                    in operating assets and liabilities:Accounts
                    receivable - trade
                
                
                (116
                )
                
                (53
                )Accrued
                    interest and other receivables
                
                
                (93
                )
                
                (85
                )Litigation
                    receivable
                
                
                -
                
                
                24,884Inventories
                
                
                (31
                )
                
                (369
                )Prepaid
                    expenses and other current assets
                
                
                (39
                )
                
                (96
                )Accounts
                    payable
                
                
                (90
                )
                
                198Accrued
                    expenses
                
                
                (392
                )
                
                (5,188
                )Total
                    adjustments
                
                
                (537
                )
                
                19,514Net
                    cash provided by operating activities
                
                
                1,432
                
                
                24,689CASH
                    FLOWS FROM INVESTING ACTIVITIES:Capital
                    expenditures for:Property
                    and equipment
                
                
                (127
                )
                
                (189
                )Intangible
                    assets
                
                
                -
                
                
                (10
                )Purchases
                    of investments
                
                
                (2,100
                )
                
                (21,903
                )Proceeds
                    from sale of investments
                
                
                1,168
                
                
                -Net
                    cash used in investing activities
                
                
                (1,058
                )
                
                (22,102
                )CASH
                    FLOWS FROM FINANCING ACTIVITIES:Proceeds
                    from issuance of common stock - options
                
                
                131
                
                
                199Common
                    stock purchased and retired
                
                
                (1,140
                )
                
                (2,690
                )Payment
                    of dividends
                
                
                (616
                )
                
                -Net
                    cash used in financing activities
                
                
                (1,625
                )
                
                (2,491
                )Effect
                    of exchange rate changes on cash
                
                
                4
                
                
                (8
                )NET
                    INCREASE (DECREASE) IN CASH
                
                
                (1,247
                )
                
                88CASH
                    AT BEGINNING OF PERIOD
                
                
                1,818
                
                
                762CASH
                    AT END OF PERIOD
                
                $
                571
                
                $
                850SUPPLEMENTAL
                    DISCLOSURE OF CASH FLOW INFORMATION:Cash
                    paid during the period for income taxes
                
                $
                25
                
                $
                7,898Cash
                    paid during the period for interest
                
                $
                -
                
                $
                -*see
                    notes to consolidated condensed financial
                    statements*




3




UTAH
      MEDICAL PRODUCTS, INC.


NOTES
      TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


(unaudited)





(1) The
      unaudited financial statements have been prepared in accordance with the
      instructions to form 10-Q and do not include all of the information and note
      disclosures required by accounting principles generally accepted in the United
      States. These statements should be read in conjunction with the financial
      statements and notes included in the Utah Medical Products, Inc. ("UTMD" or
      "the
      Company") annual report on form 10-K for the year ended December 31, 2004.
      In
      the opinion of management, the accompanying financial statements include all
      adjustments (consisting only of normal recurring adjustments) necessary to
      summarize fairly the Company's financial position and results of operations.





(2) Inventories
      at March 31, 2005 and December 31, 2004 (in thousands) consisted of the
      following:





March
                31,
            
            December
                31,2005
            
            2004Finished
                goods
            
            $
            758
            
            $
            932Work-in-process
            
            
            609
            
            
            640Raw
                materials
            
            
            1,469
            
            
            1,287Total
            
            $
            2,836
            
            $
            2,859





(3) Stock-Based
      Compensation. At March 31, 2005 the Company had stock-based employee
      compensation plans, which authorized the grant of stock options to eligible
      employees and directors. The Company accounts for those plans under the
      recognition and measurement principles of APB Opinion No. 25, Accounting for
      Stock Issued to Employees, and related Interpretations, and has adopted the
      disclosure-only provisions of SFAS No. 123, “Accounting for Stock-Based
      Compensation.” Accordingly, no compensation cost has been recognized in the
      financial statements, as all options granted under those plans had an exercise
      price equal to or greater than the market value of the underlying common stock
      on the date of grant. Had compensation cost for the Company’s stock option plans
      been determined based on the fair value at the grant date consistent with the
      provisions of SFAS No. 123, the Company’s net earnings and earnings per share
      would have been reduced to the pro forma amounts indicated below (in thousands,
      except per share amounts):





Three
                Months Ended
              March
                31,2005
            
            2004Net
                Income as reported
            
            $
            1,969
            
            $
            5,175Deduct:
              Total
                stock-based employee compensation expense determined under fair value
                based method for all awards, net of related tax effects
            
            
            -98
            
            
            -85Net
                income pro forma
            
            $
            1,871
            
            $
            5,090Earnings
                per share:Basic
                - as reported
            
            $
            0.48
            
            $
            1.14Basic
                - pro forma
            
            $
            0.46
            
            $
            1.13Diluted
                - as reported
            
            $
            0.46
            
            $
            1.07Diluted
                - pro forma
            
            $
            0.43
            
            $
            1.05








(4) Comprehensive
      Income. Comprehensive income (in thousands) for the three months ending March
      31, 2005 was $1,616, net of taxes. The components used to calculate
      comprehensive income were foreign currency translation adjustments of ($209),
      and unrealized holding losses of ($144).








4











(5)  Warranty
      Reserve. The Company accrues provisions for estimated costs that are likely
      to
      be incurred for product warranties and uncollectible accounts. The amount of
      the
      provision is adjusted, as required, to reflect historical experience. The
      following table summarizes changes to UTMD’s warranty reserve during 1Q 2005 (in
      thousands):





Beginning
                Balance, January 1, 2005
            
            $
            60Changes
                in Warranty Reserve during 1Q 2005:Aggregate
                reductions for warranty repairs
            
            
            (1
            )Aggregate
                changes for warranties issued during reporting period
            
            
            1Aggregate
                changes in reserve related to preexisting warranties
            
            
            0Ending
                Balance, March 31, 2005
            
            $
            60








(6) Investments.
      Investments, classified as available-for-sale consist of the following (in
      thousands):





Investments,
                available-for-sale
            
            March
                31,2005
            
            March
                31,2004Investments,
                at cost
            
            $
            15,901
            
            $
            22,592Equity
                Securities:Unrealized
                holding gains
            
            
            82
            
            
            33Unrealized
                holding (losses)
            
            
            (29
            )
            
            0Investments,
                at fair value
            
            $
            15,954
            
            $
            22,625




Changes
      in the
      unrealized holding gain on investment securities available-for-sale and reported
      as a separate component of accumulated other comprehensive income are as follows
      (in thousands):





Unrealized
                holding gains on available-for-sales investments
            
            1Q
                2005
            
            1Q
                2004Balance,
                beginning of period
            
            $
            176
            
            $
            19Realized
                gain from securities included in beginning balance
            
            
            71
            
            
            0Gross
                unrealized holding gains, net of (losses), in equity
                securities
            
            
            (306
            )
            
            2Deferred
                income taxes on unrealized holding gain
            
            
            91
            
            
            0Balance,
                end of period
            
            $
            32
            
            $
            21






Available-for-sale
                debt securities
            
            March
                31, 2005
            
            March
                31, 2004Maturity
                less than 1 year
            
            $
            10,521
            
            $
            0Maturity
                greater than 10 years
            
            
            1,450
            
            
            0








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


General
      risk factors that may impact the Company’s revenues include the market
      acceptance of competitive products, administrative practices of group purchasing
      organizations; obsolescence caused by new technologies, the possible
      introduction by competitors of new products that claim to have many of the
      advantages of UTMD’s products at lower prices, the timing and market acceptance
      of UTMD’s own new product introductions, UTMD’s ability to efficiently and
      responsively manufacture its products, including the possible effects of lack
      of
      performance of suppliers, success in gaining access to important global
      distribution channels, budgetary constraints, the timing of regulatory approvals
      for newly introduced products, regulatory intervention in current operations,
      particularly including the August 9, 2004 lawsuit filed by the Justice
      Department on behalf of the FDA against UTMD in the U.S. District Court of
      Utah
      and third party reimbursement of health care costs of customers.




5





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


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

































6




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





General


UTMD
      manufactures and markets a well-established range of specialty medical devices.
      The Company’s Form 10-K Annual Report for the year ended December 31, 2004
      provides a detailed description of products, technologies, markets, regulatory
      issues, business initiatives, resources and business risks, among other details,
      and should be read in conjunction with this report. Because of the relatively
      short span of time, results for any given three month period in comparison
      with
      a previous three month period may not be indicative of comparative results
      for
      the year as a whole. Dollar amounts in the report are expressed in thousands,
      except per-share amounts or where otherwise noted.




Analysis
      of Results of Operations


a) Overview


In
      1Q
      2005, UTMD’s consolidated global sales increased 1% compared to 1Q 2004. UTMD
      achieved the following profitability measures for 1Q 2005, in comparison with
      1Q
      2004:





1Q
                05
            1Q
                04Gross
                Profit Margin (gross profits/ sales):
            56.1%
            58.2%Operating
                Profit Margin (operating profits/ sales):
            38.4%
            34.5%Net
                Income:
            29.6%
            78.2%





1Q
      2005
      earnings per share (EPS) of $.46 decreased 57% compared to 1Q 2004.





b) Revenues


The
      Company believes that revenue should be recognized at the time of shipment
      as
      title generally passes to the customer at the time of shipment. Revenue from
      product and service sales is generally recognized at the time the product is
      shipped or service completed and invoiced, and collectibility is reasonably
      assured. There are circumstances under which revenue may be recognized when
      product is not shipped, all of which meet the criteria of SAB 104 :


1) The
      Company provides engineering services, for example, design and production of
      manufacturing tooling that may be used in subsequent UTMD manufacturing of
      custom components for other companies. This revenue is recognized when UTMD’s
      service has been completed according to a fixed contractual agreement.


2) The
      Company manufactures products for other companies (OEM customers) according
      to
      fixed longer term supply contracts which are not cancelable or changeable.
      Occasionally, an OEM customer will request to bill completed products according
      to the contract, but hold shipment for some business purpose of the customer
      (e.g. awaiting some mating component from another supplier).


3) The
      Company manufactures products for foreign companies according to fixed contracts
      which are not cancelable or changeable. Occasionally, a foreign customer under
      a
      prepay obligation will request to bill completed products according to the
      contract, but hold shipment until payment will be made.


Sales
      in
      1Q 2005 increased 1% compared to 1Q 2004. Although sales increased, they
      continue to be negatively affected by the August 10, 2004 FDA press release
      announcing an injunction lawsuit against UTMD. Domestic direct sales were
      essentially the same in both quarters. Domestic OEM sales (sales of components
      to other companies) were down 20% compared to 1Q 2004. The primary component
      of
      the weaker OEM sales was Deltran accessories (BPM components), which were down
      40%. The OEM sales pattern is uneven quarter-to-quarter because customers tend
      to purchase several months’ worth of components at a time to minimize costs.


International
      sales increased 8% in 1Q 2005 compared to 1Q 2004. International sales were
      $1,623 in 1Q 2005 compared to $1,501 in 1Q 2004. Trade shipments from UTMD’s
      Ireland facility were up 4% in US Dollar terms, and down 2% in EURO terms.
      International sales were up more than shipments from the Ireland facility due
      to
      product mix, as the Ireland plant manufactured and shipped products in 1Q 2005
      with a higher labor component than in the prior-year period.





Global
      revenues by product category:


1Q
                2005
            1Q
                2004Labor
                & Delivery
            $2,412
            $2,571Gynecology/
                Electrosurgery/ Urology
            1,307
            1,353Neonatal
            1,311
            1,021Blood
                Pressure Monitoring and Accessories (BPM)
            1,622
            1,671BPM
                includes molded components sold to OEM
                customers.








7











c) Gross
      Profit


UTMD’s
      average gross profit margin (GPM), gross profits as a percentage of sales,
      was
      56.1% in 1Q 2005, compared to 58.2% 1Q 2004. UTMD’s prices for its products have
      remained consistent with the prior year, but 1Q 2005 product mix favored lower
      margin products. Because of UTMD’s small size and period-to-period fluctuations
      in OEM business activity, allocations of fixed manufacturing overheads cannot
      be
      meaningfully allocated between direct and OEM sales. Therefore, UTMD does not
      report GPM by sales channels.


UTMD
      targets an average GPM greater than or equal to 55%, which it believes is
      necessary to successfully support the significant operating expenses required
      in
      a complex and competitive medical device industry. Management expects to
      continue to achieve its GPM target during the remainder of 2005. Expected
      favorable influences include a more favorable absorption of fixed overhead
      expenses after the significant inventory reduction in third quarter 2004.
      Expected unfavorable influences are expected increases in direct labor-related
      and direct materials-related costs, and a continued increase in proportion
      of
      sales of lower margin products relative to the same period in the prior year.





d) Operating
      Profit


Operating
      Profit is the profit remaining after subtracting operating expenses from gross
      profits. Operating expenses in 1Q 2005 were lower than 1Q 2004 by $389. The
      primary factor in the difference was $350 in 1Q 2004 bonuses and litigation
      expenses related to the Tyco patent infringement. Total operating expenses
      including sales and marketing (S&M), research and development (R&D) and
      general and administrative (G&A) expenses, were 17.8% of sales in 1Q 2005,
      compared to 23.7% in 1Q 2004. Operating profits increased to $2,552 in 1Q 2005
      from $2,280 in 1Q 2004. The 1Q 2005 operating profit margin was 38.4%, compared
      to 34.5% of sales in 1Q 2004.


S&M
      expenses in 1Q 2005 were $501 or 7.5% of sales compared to $562, or 8.5% of
      sales in 1Q 2004. Because UTMD sells internationally through third party
      distributors, its S&M expenses are predominantly for U.S. business activity.
      Looking forward to the rest of 2005, UTMD intends to manage S&M expenses to
      remain less than 9% of total consolidated sales.


R&D
      expenses in 1Q 2005 were $64 or 1.0% of sales compared to $65 or 1.0% of sales
      in 1Q 2004. UTMD will continue to opportunistically employ R&D resources to
      invest where management anticipates it can get a significant return with future
      new products. Management expects R&D expenses during 2005 as a whole to be
      approximately 1% of sales.


G&A
      expenses in 1Q 2005 were $617 or 9.3% of sales compared to $944 or 14.3% of
      1Q
      2004 sales. In 1Q 2004, $350 in G&A expenses were associated with the
      completion of the patent infringement lawsuit with Tyco. In addition to
      litigation costs, G&A expenses include the cost of outside auditors and
      corporate governance activities relating to the implementation of SEC rules
      resulting from the Sarbanes-Oxley Act of 2002. Management expects G&A
      expenses not including litigation expenses during 2005 to remain about 9% of
      sales. If resolution of the current lawsuit with FDA extends beyond June, then
      G&A expenses as a percentage of sales will increase substantially, as
      litigation expenses are time-related and were accrued in 2004 expecting a June
      2005 resolution.





e) Non-operating
      income


Non-operating
      income in 1Q 2005 was $254 compared to $6,214 in 1Q 2004. In 1Q 2004, UTMD
      recognized $6,060 in non-operating income due the the completion of the patent
      infringement lawsuit with Tyco. UTMD paid no interest during either period
      because its line of credit balance has been zero since late 2003. UTMD received
      $148 in 1Q 2005 compared to $48 in 1Q 2004 in interest, dividends and capital
      gains income from investing cash balances. Royalty income, which UTMD receives
      from licensing its technology to other companies, was approximately the same
      for
      the same periods in both years.





f) Earnings
      Before Income Taxes


1Q
      2005
      earnings before income taxes (EBT) decreased to $2,806 compared to $8,494 in
      1Q
      2004. 1Q 2005 EBT margin was 42.2% of sales compared to 128.4% in 1Q 2004.










8




g) Net
        Income and Earnings per Share
 UTMD’s
        net income (after taxes) decreased to $1,969 in 1Q 2005 compared to $5,175
        in 1Q
        2004. Net profit margins (NPM), net income (after tax) expressed as a percentage
        of sales, was 29.6% in 1Q 2005 compared to 78.2% in 1Q 2004. The net profit
        margin in 1Q 2004 was unusual because the recognition of $6,060 in non-operating
        income from patent infringement damages was unrelated to sales during the
        period. The income tax provision rate in 1Q 2005 was 29.8% compared to 39.1%
        in
        1Q 2004. 1Q 2005 net income relative to EBT was aided by a significantly
        lower
        income tax provision as a result of The American Jobs Creation Act of 2004
        (the
        Act) enacted in October 2004 which allows a temporary tax deduction on
        repatriated foreign earnings, which must be accomplished in 2005. UTMD
        previously included a deferred tax liability in reported results, anticipating
        that profits generated in Ireland would eventually be repatriated triggering
        additional U.S. income taxes. Because the Act provides a temporary deduction
        on
        repatriated foreign earnings, the tax provision on 1Q 2005 earnings was reduced
        by about $125, following guidance provided by FASB Staff Position No. FAS
        109-2.
        For the whole year 2005, UTMD estimates that the Act may allow about a $500,000
        reduction in taxes on income. Although UTMD expects that the lower income
        tax
        provision resulting from the Act will impact all calendar quarters in 2005,
        it
        is a non-recurring tax benefit limited to the year 2005.
 Diluted
        1Q 2005 Earnings per Share (EPS) decreased to $.46 from $1.07 in 1Q 2004.
        1Q
        2005 weighted average number of diluted common shares (the number used to
        calculate diluted EPS) were 4,326,000 compared to 4,845,000 shares in 1Q
        2004.
        The Company repurchased 53,124 shares in 1Q 2005. Exercises of employee options
        in 1Q 2005 added 17,745 shares (net of shares swapped by employees as payment
        for the option exercise cost). Increases and decreases in UTMD’s stock price
        impact EPS growth as a result of the dilution calculation for unexercised
        options with exercise prices below the average stock market value during
        each
        period. The dilution calculation added 230,000 shares to actual weighted
        average
        shares outstanding in 1Q 2005, compared to 329,000 in 1Q 2004. The decrease
        in
        2004 dilution is primarily due to fewer unexercised options outstanding.
        Actual
        outstanding common shares as of the end of 1Q 2005 were 4,070,100 compared
        to
        4,488,700 at the end of 1Q 2004.





h) Return
      on
      Equity


UTMD
      ROE is equal to net profits divided by average shareholder equity during a
      specific time period. Annualized ROE in 1Q 2005 was 22%, compared to 57% in
      1Q
      2004. The significantly higher ROE in 1Q 2004 was due primarily to non-operating
      income resulting from resolution of the Tyco patent infringement. Share
      repurchases have a beneficial impact on ROE as long as the Company sustains
      net
      profit performance because shareholder equity is reduced by the cost of the
      shares repurchased.





Liquidity
      and Capital Resources


i) Cash
      flows


Net
      cash provided by operating activities, including adjustments for depreciation
      and other non-cash operating expenses, along with changes in working capital,
      totaled $1,432 in 1Q 2005 compared to $24,689 in 1Q 2004. The two major changes
      in operating assets and liabilities in 1Q 2004 were related to the accrual
      and
      receipt of about $31 million from Tyco International for patent infringement,
      and taxes on that income. The largest change in 1Q 2005 was a $392 decrease
      in
      accrued expenses, due mainly to a decrease in the litigation accrual as legal
      expenses related to the FDA lawsuit were paid.


The
      Company’s use of cash for investing activities was primarily as a result of
      purchases of short-term investments, in an effort to make prudent use of excess
      cash. UTMD expended $2,100 in 1Q 2005 on such transactions compared to purchases
      of $21,903 in 1Q 2004. In 1Q 2005, UTMD received $1,168 from selling short-term
      investments. UTMD invested $127 and $189 in 1Q 2005 and 1Q 2004, respectively,
      in property and equipment purchases. This rate of investing in new property
      and
      equipment is required to keep facilities, equipment and tooling in good working
      condition.


In
      1Q 2005, UTMD received $131 and issued 17,745 shares of stock upon the exercise
      of employee stock options. Employees exercised a total of 20,130 option shares
      in 1Q 2005, with 2,385 shares immediately being retired as a result of the
      individual trading the shares in payment of the exercise price of the options.
      UTMD repurchased 53,124 shares of stock in the open market at a cost of $1,141
      during 1Q 2005. Option exercises in 1Q 2005 were at an average price of $9.13
      per share. Share repurchases in the open market were at an average cost of
      $21.47 per share, including commissions and fees. In 1Q 2004, the Company
      received $199 from issuing 20,715 shares of stock on the exercise of employee
      stock options, including 1,200 shares retired upon an employee trading those
      shares in payment of the stock option exercise price. UTMD repurchased 110,247
      shares of stock in the open market at a cost of $2,690 during 1Q
      2004.


UTMD
      did
      not utilize its bank line of credit during either period. UTMD paid $616 in
      cash
      dividends during 1Q 2005.





9




Management believes that future
      income from operations and effective management of working capital will provide
      the liquidity needed to finance growth plans. Planned capital expenditures
      during the remainder of 2005 are expected to be approximately $500 to keep
      facilities, equipment and tooling in good working order. In addition to capital
      expenditures, UTMD plans to use cash in 2005 for selective infusions of
      technological, marketing or product manufacturing rights to broaden the
      Company's product offerings; for litigation expenses related to the FDA lawsuit;
      for continued share repurchases if the price of the stock remains undervalued;
      and if available for a reasonable price, acquisitions that may strategically
      fit
      UTMD’s business and are accretive to performance. The revolving line of credit
      will continue to be available for liquidity when the timing of acquisitions
      or
      repurchases of stock require a large amount of cash in a short period of time
      not otherwise available from existing cash and investment balances.





j) Assets
      and Liabilities


March
      31, 2005
      total assets were $604 lower than at December 31, 2004, while current assets
      decreased $308. The decreases resulted primarily from a $405 decrease in cash
      and investments and a $284 decrease in net property and equipment. Cash and
      investments declined slightly due to share repurchases and dividend payments,
      despite continued strong cash generation from operating activities.


Working
      capital was $20,402 at March 31, 2005, a $208 increase from 2004 year-end.
      Working capital continues to be far in excess of UTMD’s normal operating needs.
      On the liabilities side, total liabilities were $532 lower and current
      liabilities $516 lower, due to decreases in accrued expenses related to the
      payment in 1Q 2005 of legal expenses related to the FDA lawsuit. UTMD’s current
      ratio increased to 6.3 during 1Q 2005, from 5.7 at year-end.


Inventories
      decreased $24 during 1Q 2005, and are now close to management’s targets for
      current sales activity. Average inventory turns improved to 4.1 times in 1Q
      2005
      from 3.9 times in the prior quarter, and 3.2 times in 1Q 2004.


Receivables
      balances as of March 31, 2005 were $186 higher than at the beginning of the
      year. 1Q 2005 ending receivables yielded average “days in receivables” of 49
      days, well within management’s target of 55 days. At the end of 2004 and at
      March 31, 2004, days in receivables were 51 and 46, respectively.


Net
      property
      and equipment decreased $284 in 1Q 2005 because depreciation of $166 exceeded
      new equipment purchases of $127, but mainly due to a $324 decrease in the
      dollar-denominated value of Ireland P&E. The U.S. dollar increased about 5%
      relative to the EURO during 1Q 2005. Goodwill remained the same. Net intangible
      assets, excluding goodwill, decreased $12 as a result of amortization of patents
      and other intellectual property. At March 31, 2005, net intangible assets
      including goodwill were 19% of total assets, the same as at year-end 2004.


As
      of March
      31, 2005, UTMD’s total debt ratio (total liabilities/ total assets) decreased to
      11% from 12% on December 31, 2004.




k) Management's
      Outlook.


As
      outlined in
      its December 31, 2004 10-K/A Report, UTMD’s plan for 2005 is to


a) 
      clear
      up its unresolved QSR status with the U.S. FDA that has hindered international
      sales, slowed new product development, stymied business development, clouded
      UTMD’s previously excellent reputation for quality products and consumed an
      inordinate amount of human and financial capital since 2001;


b) 
      continue outstanding operating performance;


c) 
      actively look for new acquisitions to facilitate sales growth; and


d) 
      utilize current cash balances in shareholders’ best long-term interest.


1Q
      2005
      performance demonstrated progress toward achieving the above 2005 plan.


Part
      II Item 1of this report describes the legal proceedings regarding UTMD’s dispute
      with the FDA. The U.S. Court will determine if UTMD is violating any provisions
      of the QSR. The FDA has the burden to prove its allegations. UTMD and its highly
      reputable independent experts maintain that UTMD has been and is in substantial
      compliance with all applicable government regulations.


If
      the Court
      agrees with any of the FDA allegations, the Company’s responsibility would be to
      implement procedures that satisfy the Court’s determination. Because the FDA is
      not claiming that the Company’s devices are unsafe or ineffective, or do not
      meet predetermined specifications, UTMD and its lawyers believe that an
      injunction to cease manufacturing and shipping products is not a realistic
      possibility, even if the Court agrees with FDA allegations. Because of this
      and
      because UTMD does not understand the factual basis for FDA’s allegations, the
      Company has not spent resources analyzing the potential financial impact of
      the
      relief being sought by the FDA.





10




There
      is not and never has been
      an imminent public health risk relating to use of UTMD’s products. The FDA has a
      variety of remedies to address device risks without any resort to the courts.
      None of those remedies has ever been applied to any UTMD device, because none
      has been justified. The FDA Denver District Office shut off communication with
      UTMD after 2001 while it performed inspection after inspection in an attempt
      to
      build a case. The case that was finally filed involves alleged QSR violations
      that the agency has been unable to substantiate, despite an effort coordinated
      by the CDRH including four comprehensive inspections, some involving “national
      expert” FDA inspectors. An independent expert, a nearly thirty year FDA
      compliance veteran and former District Director, retained by UTMD, has alleged
      misconduct within FDA, which will be adjudicated by the Court as part of the
      present lawsuit.


There
      continue
      to be no FDA restrictions on UTMD’s production and distribution of its products,
      the clinical acceptance and differentiation of which have been clearly
      demonstrated by continued customer demand through 1Q 2005.





l) Accounting
      Policy Changes.


In
      December
      2004, the Financial Accounting Standards Board (FASB) issued SFAS 123 (revised
      2004), “Accounting for Stock Based Compensation.” This statement supersedes APB
      Opinion No. 25, “Accounting for Stock Issued to Employees.” This revised
      statement establishes standards for the accounting of transactions in which
      an
      entity exchanges its equity instruments for goods and services, including the
      grant of stock options to employees and directors. The revised Statement is
      effective for UTMD starting in 1Q 2006, and will require the Company to
      recognize compensation cost based on the grant date fair value of the equity
      instruments it awards. The Company currently accounts for those instruments
      under the recognition and measurement principles of APB Opinion 25, including
      the disclosure-only provisions of the original SFAS 123. Accordingly, no
      compensation cost from issuing equity instruments has been recognized in the
      Company’s financial statements. The Company estimates that the required adoption
      of SFAS 123 (R) in first quarter 2006 will have a negative impact on its
      consolidated financial statements. See note 3, above for an estimate of the
      impact this Statement would have had on the Company’s net income for the periods
      covered by this report. The Company estimates that adoption of this Statement
      will result in about $100 additional compensation expense during the year 2006
      related to options outstanding on the date of this report. The Company intends
      to continue granting stock options or other equity instruments, although at
      a
      lower level than in the past, which will increase the amount of stock based
      compensation in 2006 and beyond. The Board of Director’s action on May 6, 2005
      to accelerate the vesting of under water options substantially reduced the
      financial statement impact of this accounting policy change.























11







**Item
      3.**  **Quantitative
      and Qualitative Disclosures about Market Risk**





UTMD
      has
      manufacturing operations, including related assets, in Ireland denominated
      in
      the EURO, and sells products under agreements denominated in various Western
      European currencies. The EURO and other currencies are subject to exchange
      rate
      fluctuations that are beyond the control of UTMD. The exchange rate was 0.7732
      EURO per USD as of March 31, 2005, and 0.8155 EURO per USD as of March 31,
      2004.
      UTMD manages its foreign currency risk without separate hedging transactions
      by
      converting currencies to USD as transactions occur.








**Item
      4. Controls and Procedures**





The
      company’s management, under the supervision and with the participation of the
      Chief Executive Officer and the Chief Financial Officer, evaluated the
      effectiveness of the company’s disclosure controls and procedures (as defined in
      Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of
      March 31, 2005. Based on this evaluation, the Chief Executive Officer and Chief
      Financial Officer concluded that, as of March 31, 2005, the company’s disclosure
      controls and procedures were effective.


There
      were no changes in the company’s internal controls over financial reporting that
      occurred during the quarter ended March 31, 2005, that have materially affected,
      or are reasonably likely to materially affect, the company’s internal controls
      over financial reporting.





















12






PART
      II -
      OTHER INFORMATION





**Item
      1.**  **Legal
      Proceedings**





The
      Company may be a party from time to time in routine litigation incidental to
      its
      business. Presently, there is no such routine litigation ongoing.


On
      August
      9, 2004, the United States of America filed a lawsuit in The United States
      District Court, Central District of Utah v. UTMD, Kevin L. Cornwell, Chairman
      & CEO, and Ben D. Shirley, Vice President, Product Development & Quality
      Assurance. The presiding judge is Judge Bruce R. Jenkins. The government (FDA)
      is seeking a permanent injunction from alleged deviations of the Quality System
      Regulation (QSR). The FDA did not seek a preliminary injunction. The relief
      being sought is to enjoin the Company from manufacturing and shipping products
      until it conforms with the QSR in a manner that is acceptable to the FDA.


UTMD
      was
      served with the complaint on August 12, 2004. On August 10, the FDA released
      an
      announcement on its official website regarding filing the lawsuit which
      contained a personal quotation from Acting Commissioner Lester Crawford which
      UTMD believes confused and upset people who use UTMD’s devices, and thereby
      harmed UTMD’s commerce and shareholder value. On January 31, 2005, attorneys for
      UTMD filed a Motion to amend Defendant's Answer to assert a counterclaim for
      damages for abuse of process. The Court expeditiously reviewed and granted
      Defendant's Motion for Leave to File Amended Answer to Assert Counterclaim.
      The
      relief being sought by UTMD includes dismissing the case, reimbursing UTMD
      for
      its expenses and requiring FDA to issue a public apology stating that UTMD
      has
      been and is in compliance with the QSR.


The
      lawsuit discovery phase ended as of May 1. The pretrial conference is now set
      for June 20.








**Item
      2.**  **Unregistered
      Sales of Equity Securities and Use of Proceeds**





The
      following table details purchases by UTMD of its own securities during 1Q
      2005.





**ISSUER
      PURCHASES OF EQUITY SECURITIES**





Period
            
            Total
                Number of Shares Purchased (1)
            
            Average
                Price Paid per Share
            
            Total
                Number of Shares Purchased as Part of Publicly Announced Plans or
                Programs
                (1)
            
            Maximum
                Number (or Approximate Dollar Value) of Shares that May be Purchased
                Under
                the Plans or Programs (1)1/01/05
                - 1/31/05
            
            
            3,850
            
            $
            20.41
            
            
            3,8502/01/05
                - 2/28/05
            
            
            20,449
            
            
            21.09
            
            
            20,4493/01/05
                - 3/31/05
            
            
            28,825
            
            
            21.88
            
            
            28,825Total
            
            
            53,124
            
            $
            21.47
            
            
            53,124





(1)   In
      1Q
      2005 UTMD repurchased the above shares pursuant to a continued open market
      repurchase program initially announced in August 1992. Since 1992 through 1Q
      2005, the Company has repurchased 6.0 million shares at an average cost of
      $10.70 per share including broker commissions and fees in open market
      transactions. In addition, the Company conducted tender offer transactions
      in
      which it purchased an additional 2.8 million shares at an average cost of $9.76
      per share including fees and administrative costs. In total, UTMD has
      repurchased over 8.8 million of its shares at an average price of $10.40 per
      share since 1992. To complete the picture relating to current shares
      outstanding, since 1992 the Company’s employees and directors have exercised and
      purchased 1.4 million option shares at an average price of $6.24 per share.
      All
      options were awarded at the market value of the stock on the date of the
      award.





The
      frequency of UTMD’s open market share repurchases depends on the availability of
      sellers and the price of the stock. The board of directors has not established
      an expiration date or a maximum dollar or share limit for UTMD’s continuing and
      long term pattern of open market share repurchases.


The
      purpose of UTMD’s ongoing share repurchases is to maximize the value of the
      Company for its continuing shareholders, and maximize its return on shareholder
      equity by employing excess cash generated by effectively managing its business.
      UTMD does not intend to repurchase shares that would result in terminating
      its
      Nasdaq National Market listing.





13











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





On
      May 6,
      2005 at the annual meeting, shareholders of the Company approved the following
      matters submitted to them for consideration:


Elected
      Stephen W. Bennett and Ernst G. Hoyer as directors of the Company;


Stephen
                W. Bennett:
            For
            2,985,937Ernst
                G. Hoyer:
            For
            2,986,872








**Item
      6. Exhibits**





Exhibit
                #
            SEC
              Reference
                #
            Title
                of Document1
            31
            Certification
                of CEO pursuant to Rule 13a-14(a) as adopted pursuant to Section
                302 of
                the Sarbanes-Oxley Act of 20022
            31
            Certification
                of Principal Financial Officer pursuant to Rule 13a-14(a) as adopted
                pursuant to Section 302 of the Sarbanes-Oxley Act of 20023
            32
            Certification
                of CEO pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of
                the Sarbanes-Oxley Act of 20024
            32
            Certification
                of Principal Financial Officer pursuant to 18 U.S.C. §1350, as Adopted
                Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002








SIGNATURES





Pursuant
      to the requirements of the Securities Exchanges Act of 1934, the registrant
      has
      duly caused this report to be signed on its behalf by the undersigned thereunto
      duly authorized.








UTAH
                MEDICAL PRODUCTS, INC.REGISTRANTDate:7/19/05
            By:
            /s/ Kevin L. CornwellKevin
                L. CornwellCEODate:7/19/05
            By:
            /s/ Greg A. LeClaireGreg
                A. LeClaireCFO










14