UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





FORM
10-Q





Quarterly
Report Under Section 13 or 15(d) of


The
Securities Exchange Act of 1934











For
      quarter ended: June 30, 2009
              Commission
      File No. 0-11178








UTAH MEDICAL PRODUCTS,
INC.


(Exact
name of Registrant as specified in its charter)








UTAH
              87-0342734(State
      or other jurisdiction of
              (I.R.S.
      Employerincorporation
      or organization)
              Identification
      No.)








7043
South 300 West


Midvale,
Utah  84047


Address
of principal executive offices








Registrant'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 o





Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company.  See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.


Large
      accelerated filer o
              Accelerated
      filer x
              Non-accelerated
      filer o
              Smaller
      reporting company o





Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the
Act).  Yes o   No x





Indicate the number of shares
outstanding of each of the issuer’s classes of common stock as of August 3,
2009: 3,608,000.











UTAH MEDICAL PRODUCTS,
INC.


INDEX TO FORM
10-Q







PART
      I - FINANCIAL INFORMATION
                                        PAGEItem
      1.
                                        Financial
      StatementsConsolidated
      Condensed Balance Sheets as ofJune
      30, 2009 and December 31, 2008
                                        1Consolidated
      Condensed Statements of Income for thethree
      and six months ended June 30, 2009 and June 30, 2008
                                        2Consolidated
      Condensed Statements of Cash Flows forthe
      six months ended June 30, 2009 and June 30, 2008
                                        3Notes
      to Consolidated Condensed Financial Statements
                                        4Item
      2.
                                        Management’s
      Discussion and Analysis ofFinancial
      Condition and Results of Operations
                                        7Item
      3.
                                        Quantitative
      and Qualitative Disclosures about Market Risk
                                        11Item
      4.
                                        Controls
      and Procedures
                                        12PART
      II – OTHER INFORMATIONItem
      1A.
                                        Risk
      Factors
                                        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
      INFORMATIONItem 1.  Financial
      StatementsUTAH
      MEDICAL PRODUCTS, INC. AND SUBSIDIARIESCONSOLIDATED
      CONDENSED BALANCE SHEETS AS OFJUNE
      30, 2009 AND DECEMBER 31, 2008(in
    thousands)(unaudited)
                                                                      
                                                                      
                                                                      (audited)ASSETS
                                                                      
                                                                      JUNE 30,
    2009
                                                                      
                                                                      
                                                                      DECEMBER 31,
      2008Current
    assets:Cash
                                                                      
                                                                      $
                                                                      802
                                                                      
                                                                      
                                                                      $
                                                                      97Investments,
      available-for-sale
                                                                      
                                                                      
                                                                      16,239
                                                                      
                                                                      
                                                                      
                                                                      15,927Accounts & other receivables -
      net
                                                                      
                                                                      
                                                                      3,172
                                                                      
                                                                      
                                                                      
                                                                      3,517Inventories
                                                                      
                                                                      
                                                                      4,158
                                                                      
                                                                      
                                                                      
                                                                      3,275Other current
      assets
                                                                      
                                                                      
                                                                      590
                                                                      
                                                                      
                                                                      
                                                                      463Total current
      assets
                                                                      
                                                                      
                                                                      24,961
                                                                      
                                                                      
                                                                      
                                                                      23,280Property and equipment -
      net
                                                                      
                                                                      
                                                                      8,133
                                                                      
                                                                      
                                                                      
                                                                      8,127Goodwill
                                                                      
                                                                      
                                                                      7,191
                                                                      
                                                                      
                                                                      
                                                                      7,191Other intangible
      assets
                                                                      
                                                                      
                                                                      2,655
                                                                      
                                                                      
                                                                      
                                                                      2,653Other intangible assets -
      accumulated amortization
                                                                      
                                                                      
                                                                      (2,445
                                                                      )
                                                                      
                                                                      
                                                                      (2,430
                                                                      )Other intangible assets -
      net
                                                                      
                                                                      
                                                                      210
                                                                      
                                                                      
                                                                      
                                                                      223TOTAL
                                                                      
                                                                      $
                                                                      40,495
                                                                      
                                                                      
                                                                      $
                                                                      38,821LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable
                                                                      
                                                                      $
                                                                      405
                                                                      
                                                                      
                                                                      $
                                                                      418Accrued
      expenses
                                                                      
                                                                      
                                                                      1,703
                                                                      
                                                                      
                                                                      
                                                                      1,086Current portion of note
      payable
                                                                      
                                                                      
                                                                      257
                                                                      
                                                                      
                                                                      
                                                                      265Total current
      liabilities
                                                                      
                                                                      
                                                                      2,365
                                                                      
                                                                      
                                                                      
                                                                      1,768Note
payable
                                                                      
                                                                      
                                                                      1,513
                                                                      
                                                                      
                                                                      
                                                                      1,828Deferred income
      taxes
                                                                      
                                                                      
                                                                      420
                                                                      
                                                                      
                                                                      
                                                                      420Total
      liabilities
                                                                      
                                                                      
                                                                      4,298
                                                                      
                                                                      
                                                                      
                                                                      4,016Stockholders'
      equity:Preferred stock - $.01 par value;
      authorized - 5,000shares; no shares
      issued or outstandingCommon stock - $.01 par value;
      authorized - 50,000shares; issued - June
      30, 2009, 3,606 shares andDecember 31, 2008,
      3,603 shares
                                                                      
                                                                      
                                                                      36
                                                                      
                                                                      
                                                                      
                                                                      36Accumulated other comprehensive
      income
                                                                      
                                                                      
                                                                      (1,142
                                                                      )
                                                                      
                                                                      
                                                                      (1,122
                                                                      )Retained
      earnings
                                                                      
                                                                      
                                                                      37,303
                                                                      
                                                                      
                                                                      
                                                                      35,892Total stockholders'
      equity
                                                                      
                                                                      
                                                                      36,197
                                                                      
                                                                      
                                                                      
                                                                      34,805TOTAL
                                                                      
                                                                      $
                                                                      40,495
                                                                      
                                                                      
                                                                      $
                                                                      38,821see notes to consolidated
      condensed financial statements
  - 1
-
  UTAH
      MEDICAL PRODUCTS, INC. AND SUBSIDIARIESCONSOLIDATED
      CONDENSED STATEMENTS OF INCOME FOR THETHREE
      AND SIX MONTHS ENDED JUNE 30, 2009 AND JUNE 30,
2008(in thousands, except per share
      amounts - unaudited)Three Months
      Ended
                                                                        
                                                                        
                                                                        Six Months
      EndedJune 30,
                                                                        
                                                                        
                                                                        June 30,2009
                                                                        
                                                                        
                                                                        2008
                                                                        
                                                                        
                                                                        2009
                                                                        
                                                                        
                                                                        2008Sales, net
                                                                        
                                                                        $
                                                                        6,305
                                                                        
                                                                        
                                                                        $
                                                                        7,115
                                                                        
                                                                        
                                                                        $
                                                                        12,750
                                                                        
                                                                        
                                                                        $
                                                                        14,005Cost of goods
      sold
                                                                        
                                                                        
                                                                        2,970
                                                                        
                                                                        
                                                                        
                                                                        3,194
                                                                        
                                                                        
                                                                        
                                                                        5,915
                                                                        
                                                                        
                                                                        
                                                                        6,334Gross
profit
                                                                        
                                                                        
                                                                        3,335
                                                                        
                                                                        
                                                                        
                                                                        3,921
                                                                        
                                                                        
                                                                        
                                                                        6,835
                                                                        
                                                                        
                                                                        
                                                                        7,671Operating
      expenseSelling, general and
      administrative
                                                                        
                                                                        
                                                                        1,035
                                                                        
                                                                        
                                                                        
                                                                        1,133
                                                                        
                                                                        
                                                                        
                                                                        1,987
                                                                        
                                                                        
                                                                        
                                                                        2,251Research &
      development
                                                                        
                                                                        
                                                                        87
                                                                        
                                                                        
                                                                        
                                                                        90
                                                                        
                                                                        
                                                                        
                                                                        176
                                                                        
                                                                        
                                                                        
                                                                        182Total
                                                                        
                                                                        
                                                                        1,122
                                                                        
                                                                        
                                                                        
                                                                        1,223
                                                                        
                                                                        
                                                                        
                                                                        2,163
                                                                        
                                                                        
                                                                        
                                                                        2,433Operating
      income
                                                                        
                                                                        
                                                                        2,213
                                                                        
                                                                        
                                                                        
                                                                        2,698
                                                                        
                                                                        
                                                                        
                                                                        4,672
                                                                        
                                                                        
                                                                        
                                                                        5,238Other
income
                                                                        
                                                                        
                                                                        78
                                                                        
                                                                        
                                                                        
                                                                        188
                                                                        
                                                                        
                                                                        
                                                                        87
                                                                        
                                                                        
                                                                        
                                                                        392Income before provision for income
      taxes
                                                                        
                                                                        
                                                                        2,291
                                                                        
                                                                        
                                                                        
                                                                        2,886
                                                                        
                                                                        
                                                                        
                                                                        4,759
                                                                        
                                                                        
                                                                        
                                                                        5,630Provision for income
      taxes
                                                                        
                                                                        
                                                                        787
                                                                        
                                                                        
                                                                        
                                                                        969
                                                                        
                                                                        
                                                                        
                                                                        1,663
                                                                        
                                                                        
                                                                        
                                                                        1,822Net income
                                                                        
                                                                        $
                                                                        1,504
                                                                        
                                                                        
                                                                        $
                                                                        1,917
                                                                        
                                                                        
                                                                        $
                                                                        3,096
                                                                        
                                                                        
                                                                        $
                                                                        3,808Earnings per common shares
      (basic)
                                                                        
                                                                        $
                                                                        0.42
                                                                        
                                                                        
                                                                        $
                                                                        0.49
                                                                        
                                                                        
                                                                        $
                                                                        0.86
                                                                        
                                                                        
                                                                        $
                                                                        0.98Earnings per common share
      (diluted)
                                                                        
                                                                        $
                                                                        0.42
                                                                        
                                                                        
                                                                        $
                                                                        0.49
                                                                        
                                                                        
                                                                        $
                                                                        0.86
                                                                        
                                                                        
                                                                        $
                                                                        0.97Shares outstanding -
      basic
                                                                        
                                                                        
                                                                        3,603
                                                                        
                                                                        
                                                                        
                                                                        3,876
                                                                        
                                                                        
                                                                        
                                                                        3,605
                                                                        
                                                                        
                                                                        
                                                                        3,881Shares outstanding -
      diluted
                                                                        
                                                                        
                                                                        3,614
                                                                        
                                                                        
                                                                        
                                                                        3,913
                                                                        
                                                                        
                                                                        
                                                                        3,617
                                                                        
                                                                        
                                                                        
                                                                        3,921see notes to consolidated
      condensed financial statements
  - 2
-
  UTAH
      MEDICAL PRODUCTS, INC. AND SUBSIDIARIESCONSOLIDATED
      CONDENSED STATEMENTS OF CASH FLOWSFOR
      THE SIX MONTHS ENDED JUNE 30, 2009 AND JUNE 30,
2008(in thousands -
      unaudited)June 30,2009
                                                        
                                                        
                                                        2008CASH FLOWS FROM OPERATING
      ACTIVITIES:Net income
                                                        
                                                        $
                                                        3,096
                                                        
                                                        
                                                        $
                                                        3,808Adjustments to reconcile net
      income to netcash provided by
      operating activities:Depreciation and
      amortization
                                                        
                                                        
                                                        287
                                                        
                                                        
                                                        
                                                        297Gain on
      investments
                                                        
                                                        
                                                        (120
                                                        )
                                                        
                                                        
                                                        (248
                                                        )Provision for (recovery of) losses
      on accounts receivable
                                                        
                                                        
                                                        (2
                                                        )
                                                        
                                                        
                                                        (24
                                                        )Deferred income
      taxes
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        (165
                                                        )Stock-based compensation
      expense
                                                        
                                                        
                                                        53
                                                        
                                                        
                                                        
                                                        64Changes in operating
      assets and liabilities:Accounts receivable -
      trade
                                                        
                                                        
                                                        361
                                                        
                                                        
                                                        
                                                        (145
                                                        )Accrued interest and other
      receivables
                                                        
                                                        
                                                        (15
                                                        )
                                                        
                                                        
                                                        131Inventories
                                                        
                                                        
                                                        (857
                                                        )
                                                        
                                                        
                                                        (498
                                                        )Prepaid expenses and other current
      assets
                                                        
                                                        
                                                        (94
                                                        )
                                                        
                                                        
                                                        (26
                                                        )Accounts
      payable
                                                        
                                                        
                                                        (13
                                                        )
                                                        
                                                        
                                                        34Accrued
      expenses
                                                        
                                                        
                                                        (211
                                                        )
                                                        
                                                        
                                                        (147
                                                        )Total
      adjustments
                                                        
                                                        
                                                        (611
                                                        )
                                                        
                                                        
                                                        (727
                                                        )Net cash provided by operating
      activities
                                                        
                                                        
                                                        2,485
                                                        
                                                        
                                                        
                                                        3,081CASH FLOWS FROM INVESTING
      ACTIVITIES:Capital expenditures
      for:Property and
      equipment
                                                        
                                                        
                                                        (265
                                                        )
                                                        
                                                        
                                                        (123
                                                        )Intangible
      assets
                                                        
                                                        
                                                        (3
                                                        )
                                                        
                                                        
                                                        (6
                                                        )Purchases of
      investments
                                                        
                                                        
                                                        (1,300
                                                        )
                                                        
                                                        
                                                        (1,150
                                                        )Proceeds from sale of
      investments
                                                        
                                                        
                                                        1,016
                                                        
                                                        
                                                        
                                                        1,351Net cash (used in) provided by
      investing activities
                                                        
                                                        
                                                        (552
                                                        )
                                                        
                                                        
                                                        72CASH FLOWS FROM FINANCING
      ACTIVITIES:Proceeds from issuance of common
      stock - options
                                                        
                                                        
                                                        31
                                                        
                                                        
                                                        
                                                        147Common stock purchased and
      retired
                                                        
                                                        
                                                        (116
                                                        )
                                                        
                                                        
                                                        (1,351
                                                        )Tax benefit attributable to
      exercise of stock options
                                                        
                                                        
                                                        6
                                                        
                                                        
                                                        
                                                        40Common stock purchased and retired
      - options
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -Repayments of note
      payable
                                                        
                                                        
                                                        (326
                                                        )
                                                        
                                                        
                                                        (1,012
                                                        )Payment of
      dividends
                                                        
                                                        
                                                        (830
                                                        )
                                                        
                                                        
                                                        (1,754
                                                        )Net cash used in financing
      activities
                                                        
                                                        
                                                        (1,235
                                                        )
                                                        
                                                        
                                                        (3,930
                                                        )Effect of exchange rate changes on
      cash
                                                        
                                                        
                                                        7
                                                        
                                                        
                                                        
                                                        44NET INCREASE (DECREASE) IN
      CASH
                                                        
                                                        
                                                        705
                                                        
                                                        
                                                        
                                                        (733
                                                        )CASH AT BEGINNING OF
      PERIOD
                                                        
                                                        
                                                        97
                                                        
                                                        
                                                        
                                                        1,251CASH AT END OF
      PERIOD
                                                        
                                                        $
                                                        802
                                                        
                                                        
                                                        $
                                                        518SUPPLEMENTAL DISCLOSURE OF CASH
      FLOW INFORMATION:Cash paid during the period for
      income taxes
                                                        
                                                        $
                                                        1,735
                                                        
                                                        
                                                        $
                                                        1,750Cash paid during the period for
      interest
                                                        
                                                        
                                                        29
                                                        
                                                        
                                                        
                                                        126see 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, 2008.  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.  Dollar amounts are in thousands except
per-share amounts, and where noted.





(2)            Inventories
at June 30, 2009 and December 31, 2008 consisted of the following:





June
      30,
                        
                        
                        December
      31,2009
                        
                        
                        2008Finished
      goods
                        
                        $
                        1,519
                        
                        
                        $
                        1,353Work-in-process
                        
                        
                        1,009
                        
                        
                        
                        817Raw
      materials
                        
                        
                        1,629
                        
                        
                        
                        1,105Total
                        
                        $
                        4,158
                        
                        
                        $
                        3,275





(3)            Stock-Based
Compensation.  At June 30, 2009, the Company has stock-based employee
compensation plans which authorize the grant of stock options to eligible
employees and directors.  The Company accounts for stock compensation
under Statement of Financial Accounting Standards 123R, Share-Based
Payment.  This statement requires the Company to recognize
compensation cost based on the grant date fair value of options granted to
employees and directors.  In the quarters ended June 30, 2009 and
2008, the Company recognized $22 and $33, respectively, in stock-based
compensation cost.  In the six months ended June 30, 2009 and 2008,
the Company recognized $53 and $64, respectively, in stock-based compensation
cost.





(4)            Comprehensive
Income.  Comprehensive income for the second quarter (2Q) and first
half (1H) of 2009 was $1,630 and $3,062, net of taxes,
respectively.  The components used to calculate comprehensive income
were foreign currency translation adjustments of $140 and $22 in 2Q and 1H 2009,
respectively, and unrealized holding losses of ($14) and ($56) in 2Q and 1H
2009, respectively.





(5)            Warranty
Reserve.   The Company accrues provisions for estimated costs
that may 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 2Q 2009:





Beginning
      Balance, April 1, 2009
                      
                      $
                      0Changes in Warranty
      Reserve during 2Q 2009:Aggregate
      reductions for warranty repairs
                      
                      
                      -Aggregate
      changes for warranties issued during reporting period
                      
                      
                      -Aggregate
      changes in reserve related to preexisting warranties
                      
                      
                      -Ending
      Balance, June 30, 2009
                      
                      $
                      0




- 4
-




(6)            Investments.  As
of June 30, 2009, the Company’s investments are held in Fidelity Ginnie Mae
(FGMNX), Fidelity Cash Reserves (FDRXX), Citigroup (C), Exxon Mobil (XOM) and
General Electric (GE).  Changes in the unrealized holding gain/loss on
investment securities available-for-sale and reported as a separate component of
accumulated other comprehensive income are as follows:





2Q 2009
                        
                        
                        
                        2Q 2008Balance,
      beginning of period
                        
                        $
                        (293
                        )
                        
                        $
                        (276
                        )Realized
      loss from securities included in beginning balance
                        
                        
                        -
                        
                        
                        
                        -Gross
      unrealized holding gains (losses), in equity securities
                        
                        
                        (23
                        )
                        
                        
                        (227
                        )Deferred
      income taxes on unrealized holding loss
                        
                        
                        9
                        
                        
                        
                        88Balance,
      end of period
                        
                        $
                        (307
                        )
                        
                        $
                        (415
                        )





(7)           
Fair Value Measurements.  In September 2006, the Financial Accounting
Standards Board (“FASB”) issued Statement of Financial Accounting Standards
(“SFAS”) No. 157 “Fair Value  Measurements.”   This
statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles and expands disclosures about fair
value measurements.  SFAS 157 is effective for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal
years.  UTMD adopted the requirements of SFAS 157 on January 1,
2008.







The
following table provides financial assets carried at fair value measured as of
June 30, 2009:




Fair
      Value Measurements UsingDescription
            Total Fair Value
      at
              6/30/2008
            Quoted
      Prices in Active Markets
              for
      Identical Assets
              (Level
      1)
            Significant
      Other
              Observable
      Inputs
              (Level
      2)
            Significant
              Unobservable
      Inputs
              (Level 3
      )Available-for-sale
      securities
            $
      16,239
            $
      16,239
            $  0
            $  0







(8)          
 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 management
based on information currently available.  When used in this document,
the words “anticipate,” “believe,” “project,” “estimate,” “expect,” “intend” and
similar expressions, as they relate to the Company or its management, are
intended to identify forward-looking statements.  Such statements
reflect the current view of the Company respecting future events and are subject
to certain risks, uncertainties, and assumptions, including the risks and
uncertainties noted throughout 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.  Financial estimates are
subject to change and are not intended to be relied upon as predictions of
future operating results, and the Company assumes no obligation to update or
disclose revisions to those estimates.


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;
changes in clinical practices; UTMD’s ability to efficiently and responsively
manufacture its products; including the possible effects of lack of performance
of suppliers; opportunities in gaining access to important global distribution
channels; budgetary constraints; the timing of regulatory approvals for newly
introduced products; regulatory intervention in current operations; and third
party reimbursement of health care costs of patients.


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





- 5
-





The length of time and number of
administrative steps required in adopting new products for use in hospitals has
grown substantially in recent years.  As a potential negative factor
to future performance, as UTMD introduces new products it believes are safer and
more effective, it may find itself excluded from certain customers because of
the existence of long term supply agreements for preexisting
products.  UTMD may also be unable to establish viable relationships
with other medical device companies that do have access to users but lack an
interest in the Company’s approach or present unreasonable burdens.


Risk factors, in addition to the risks
outlined in the previous paragraphs and elsewhere in this report that may impact
the Company’s assets and liabilities, as well as cash flows, include: risks
inherent to companies manufacturing products used in healthcare, including
claims resulting from the improper use of devices and other product liability
claims; defense of the Company’s intellectual property and infringement claims
of others; 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 or may not 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 primarily single-use
specialty medical devices.  The Company’s Form 10-K Annual Report for
the year ended December 31, 2008 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.  A pictorial display as well as description of UTMD’s devices
is available on the Company’s website www.utahmed.com.


Because
of the relatively short span of time, results for any given three or six month
period in comparison with a previous three or six month period may not be
indicative of comparative results for the year as a whole.  Dollar
amounts in the report are in thousands, except per-share amounts or where
otherwise noted.





Analysis
of Results of Operations


a)        Overview


In second
quarter (2Q) 2009, UTMD’s consolidated global sales were 11% lower than in 2Q
2008.  2Q 2009 earnings per share (EPS) were $.416 compared to $.490
EPS in 2Q 2008.  UTMD achieved the following profitability measures
for 2Q 2009 and 2Q 2008:


2Q
      09
                2Q
      08Gross
      Profit Margin:
                52.9%
                55.1%Operating
      Profit Margin:
                35.1%
                37.9%Net
      Income Margin:
                23.9%
                26.9%





For first
half (1H) 2009, UTMD’s total sales were down 9% compared to 1H 2008. 1H 2009 EPS
were $0.856 compared to $0.971 EPS in 1H 2008.  UTMD achieved the
following profitability as a ratio of sales in 1H 2009 and 1H 2008:


1H
      09
                  1H
      08Gross
      Profit Margin:
                  53.6%
                  54.8%Operating
      Profit Margin:
                  36.6%
                  37.4%Net
      Income Margin:
                  24.3%
                  27.2%





b)        Revenues


The
Company recognizes revenue at the time of shipment as title generally passes to
the customer at that time.  Revenue recognized by UTMD is based upon
documented arrangements and fixed contracts in which the selling price is fixed
prior to completion of an order.  Revenue from product or 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, which meet the criteria of SAB
104:  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.


Total
sales were 11% lower in 2Q 2009 compared to 2Q 2008.  Domestic sales
were 4% lower while international sales were 27% lower.  Domestic
sales of both OEM (sales of components to other companies for use in their
products) and direct user (sales of finished devices to users or distributors)
were both down 4%.  The primary reason for the lower international
sales was the cessation of purchases of custom blood pressure monitoring kits by
UTMD’s largest international customer. Domestic OEM sales and international
sales have an uneven quarter-to-quarter sales pattern because customers tend to
purchase several months’ supply of products at a time to minimize
costs.


Domestic
direct sales were down primarily as a result of increased competition. UTMD’s
objective is to replace sales lost due to increased competition by continued
development of unique products that provide significant improvements in patient
safety and effectiveness of care.


Consolidated
1H 2009 global sales were 9% lower than in 1H 2008.  First half
international sales were 22% or $999 lower.  $880 of the lower
international sales resulted from the cessation of purchases of custom BPM kits,
manufactured in Ireland, by UTMD’s largest international customer. The rest of
the decline can be explained by a stronger U.S. Dollar in 1H 2009 compared to 1H
2008.  1H 2009 trade shipments from UTMD’s Ireland facility to
international customers were down 33% in US Dollar terms and 23% in EURO terms
compared to 1H 2008.


For 1H
2009, domestic sales, comprised of direct sales to finished device end-users and
sales of OEM components to other companies, were each down 3% compared to 1H
2008.  Domestic direct sales of obstetric devices, the product
category most affected by restrictive GPO agreements, declined
$347.  Domestic direct sales of Gesco neonatal devices increased $50,
and domestic direct electrosurgery sales increased $29.  U.S. OEM
sales by UTMD’s Oregon molding facility declined $52 (22%), while OEM sales from
UTMD’s Utah facility increased $33, a 7% increase.




- 7
-




The
following table provides the actual sales dollar amounts by general product
category for total sales and the subset of international sales:





Global
revenues by product category:


2Q
    2009
                  
                  
                  
                  2Q
    2008
                  
                  
                  
                  1H
    2009
                  
                  
                  
                  1H
    2008Obstetrics
                  
                  $
                  1,616
                  
                  
                  $
                  1,894
                  
                  
                  $
                  3,212
                  
                  
                  $
                  3,623Gynecology/
      Electrosurgery/ Urology
                  
                  
                  1,646
                  
                  
                  
                  1,595
                  
                  
                  
                  3,233
                  
                  
                  
                  3,156Neonatal
                  
                  
                  1,709
                  
                  
                  
                  1,757
                  
                  
                  
                  3,581
                  
                  
                  
                  3,518Blood
      Pressure Monitoring and Accessories*
                  
                  
                  1,334
                  
                  
                  
                  1,869
                  
                  
                  
                  2,724
                  
                  
                  
                  3,708Total:
                  
                  $
                  6,305
                  
                  
                  $
                  7,115
                  
                  
                  $
                  12,750
                  
                  
                  $
                  14,005


*includes molded components sold to
OEM customers.





International
revenues by product category:


2Q
    2009
                  
                  
                  
                  2Q
    2008
                  
                  
                  
                  1H
    2009
                  
                  
                  
                  1H
    2008Obstetrics
                  
                  $
                  109
                  
                  
                  $
                  192
                  
                  
                  $
                  222
                  
                  
                  $
                  286Gynecology/
      Electrosurgery/ Urology
                  
                  
                  578
                  
                  
                  
                  602
                  
                  
                  
                  1,164
                  
                  
                  
                  1,169Neonatal
                  
                  
                  224
                  
                  
                  
                  215
                  
                  
                  
                  459
                  
                  
                  
                  417Blood
      Pressure Monitoring and Accessories*
                  
                  
                  798
                  
                  
                  
                  1,321
                  
                  
                  
                  1,671
                  
                  
                  
                  2,643Total:
                  
                  $
                  1,709
                  
                  
                  $
                  2,330
                  
                  
                  $
                  3,516
                  
                  
                  $
                  4,515


*includes molded components sold to
OEM customers.





For the
rest of 2009, UTMD’s sales will depend on its continued ability to retain
medical staff involvement in purchasing decisions for UTMD’s
“physician-preference” products used in U.S. hospitals where administrators are
increasingly making the product decisions, expanded clinical acceptance of its
newer specialty products, release of new products after FDA concurrence with
premarketing submissions and continued development of UTMD’s international
distribution channels.





c)        Gross
Profit


UTMD’s
average gross profit margin (GPM), gross profits as a percentage of sales, was
52.9% and 53.6% in 2Q and 1H 2009, respectively, compared to 55.1% and 54.8% in
2Q and 1H 2008.  As a result of the combination of lower sales and
lower GPM, gross profits declined 15% in 2Q 2009 and 11% in 1H 2009, compared to
the same periods in 2008. The lower GPM were due in about equal part to each of
three factors:  1) lower absorption of fixed overhead, 2) higher
direct materials costs, and 3) some lower selling prices in a very competitive
U.S. hospital market. UTMD continues to retain facilities and other
manufacturing resources in excess of its needs. After making some overhead
adjustments in 2H 2009, the Company is currently targeting gross profits for the
year of 2009 to be down 7-8% from 2008, in the same range as sales.


OEM sales
are sales of UTMD components and subassemblies that are marketed by other
companies as part of their product offerings.  UTMD utilizes OEM sales
as a means to help optimize utilization of its capabilities established to
satisfy its direct sales business.  As a general rule, prices for OEM
sales expressed as a multiple of direct variable manufacturing expenses are
lower than for direct sales because, in the OEM and international channels,
UTMD’s business partners incur significant expenses of sales and
marketing.  Because of UTMD’s small size and period-to-period
fluctuations in OEM business, fixed manufacturing overhead expenses cannot be
meaningfully allocated between direct and OEM sales. Therefore, UTMD does not
report GPM by sales channels.





d)        Operating
Profit


Operating
Profit, or income from operations, is the profit remaining after subtracting
operating expenses from gross profits.  Operating expenses include
sales and marketing (S&M), research and development (R&D) and general
and administrative (G&A) expenses.  Operating expenses in 2Q 2009
were $101 lower than in 2Q 2008, and $270 lower in 1H 2009 than in 1H
2008.  The lower operating expenses resulted from lower sales
expenses, lower legal expenses, lower accrual of projected 2009-ending
management bonuses and lower G&A expenses in Ireland primarily because of a
stronger US Dollar.  Please see the table below.  UTMD’s
operating profit margin in 2Q 2009 was 35.1% compared to 37.9% of sales in 2Q
2008, and 36.6% in 1H 2009 compared to 37.4% of sales in 1H 2008.





- 8
-




Option
compensation expense included in G&A expenses in 2Q 2009 was $22 compared to
$33 in 2Q 2008, and $53 in 1H 2009 compared to $64 in 1H 2008.


S&M
expenses in 2Q 2009 were $16 lower than in 2Q 2008, and $78 lower in 1H 2009
than in 1H 2008.  The lower S&M expenses resulted primarily from
fewer U.S. direct sales representatives.  Because UTMD sells
internationally through third party distributors, its S&M expenses are
predominantly for U.S. business activity where it sells directly to clinical
users.


R&D
expenses in 2Q 2009 were $3 lower than in 2Q 2008, and $6 lower in 1H 2009 than
in 1H 2008.  UTMD expects 2009 R&D expenses will be about the same
as in 2008 as a percentage of sales.  UTMD will opportunistically
invest in R&D as projects are identified that may help its product
development pipeline.


G&A
expenses in 2Q 2009 were $82 lower than in 2Q 2008, and $186 lower in 1H 2009
than in 1H 2008.  In addition to litigation expense, 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, as well as estimated stock-based compensation cost as required by SFAS
123R.  UTMD expects to control operating expenses, excluding
consideration for litigation expenses which are less predictable, at a level
yielding an operating profit margin for the year consistent with 1H
2009.





2Q
    2009
                  
                  
                  
                  2Q
    2008
                  
                  
                  
                  1H
    2009
                  
                  
                  
                  1H
    2008S&M
      Expense
                  
                  $
                  443
                  
                  
                  $
                  459
                  
                  
                  $
                  830
                  
                  
                  $
                  908R&D
      Expense
                  
                  
                  87
                  
                  
                  
                  90
                  
                  
                  
                  176
                  
                  
                  
                  182G&A
      Expense
                  
                  
                  592
                  
                  
                  
                  674
                  
                  
                  
                  1,157
                  
                  
                  
                  1,343Total
      Operating Expenses:
                  
                  $
                  1,122
                  
                  
                  $
                  1,223
                  
                  
                  $
                  2,163
                  
                  
                  $
                  2,433





e)  Non-operating
income


Non-operating
income in 2Q 2009 was $78 compared to $188 in 2Q 2008, and $87 in 1H 2009
compared to $392 in 1H 2008.  UTMD did not receive royalty income in
2Q or 1H 2009 compared to $113 in 2Q and $225 in 1H 2008 because of patent
expirations.  UTMD received $72 in 2Q 2009 compared to $124 in 2Q 2008
and $120 in 1H 2009 compared to $265 in 1H 2008 in interest, dividends and
capital gains/losses income from investing cash balances.  The
declines were primarily due to the fact that interest rates in the U.S. have
declined substantially compared to one year ago.


In 2Q and
1H 2009, UTMD had interest expenses of $12 and $28, respectively, compared to
$60 and $126 in 2Q and 1H 2008 due to lower interest rates on its loan in
Ireland, lower average Ireland loan balances and favorable foreign exchange
conversion as a result of a stronger US Dollar.  The interest expense
resulted from UTMD’s Ireland facility borrowing 4,500 EURO (€) in December 2005
to allow the repatriation of profits generated by its Ireland operations between
1996 and 2005.  The loan is being paid by the Ireland subsidiary from
profits generated there.  The loan balance as of June 30, 2009 was
€1,253 EURO, so about 72% of the loan has been repaid by UTMD Ltd. in 3.5
years.  Management currently estimates that total 2009 non-operating
income will be about $100 lower than in 2008.  The actual amount of
2009 non-operating income may be lower if UTMD utilizes current cash and
investment balances for an acquisition, unexpected litigation costs or
substantial share repurchases.





f)         Earnings
Before Income Taxes


Earnings
before income taxes (EBT) in 2Q 2009 were $2,291 compared to $2,886 in 2Q
2008.  EBT in 1H 2009 were $4,759 compared to $5,630 in 1H
2008.  EBT margins (EBT divided by sales) were 36.3% and 37.3% in 2Q
and 1H 2009, respectively, compared to 40.6% and 40.2% in 2Q and 1H 2008,
respectively.





g)        Net
Income and Earnings per Share


UTMD’s
net income was $1,504 in 2Q 2009 compared to $1,917 in 2Q 2008, and $3,096 in 1H
2009 compared to $3,808 in 1H 2008.  Net profit margins (NPM), which
are net income (after income taxes) expressed as a percentage of sales, were
23.9% in 2Q 2009 compared to 26.9% in 2Q 2008, and 24.3% in 1H 2009 compared to
27.2% in 1H 2008.  The income tax provision rates in 2Q and 1H 2009
were 34.4% and 35.0% of EBT, respectively, compared to 33.6% and 32.3% in 2Q and
1H 2008.  The lower tax provision rate in 2008 resulted primarily from
refunds on amended 2004-2006 income tax returns in Ireland.  UTMD
expects its consolidated income tax rate for the year of 2009 will be between
one and two percentage points higher than for 2008, which was 33.1% for the
year.





- 9
-





UTMD’s
net income divided by weighted average outstanding shares for the applicable
reporting period, diluted for unexercised employee and director options,
provides earnings per share (EPS) as follows:


2Q
    2009
                  
                  
                  
                  2Q
    2008
                  
                  
                  
                  1H
    2009
                  
                  
                  
                  1H
    2008Earnings
      Per Share (EPS)
                  
                  $
                  .416
                  
                  
                  $
                  .490
                  
                  
                  $
                  .856
                  
                  
                  $
                  .971Shares
      (000), Diluted
                  
                  
                  3,614
                  
                  
                  
                  3,913
                  
                  
                  
                  3,617
                  
                  
                  
                  3,921





The
Company repurchased 5,367 of its shares in the open market in 2Q 2009 following
no purchases in first quarter 2009.   Exercises of employee
options added 3,868 and 8,980 shares in 2Q and 1H 2009 (net of 2,145 shares
swapped in 1H by individuals in payment of the exercise price of the options)
respectively.  Options outstanding at June 30, 2009 were about 249,900
shares at an average exercise price of $23.86 per share.


Increases
and decreases in UTMD’s stock price impact EPS 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
11,000 and 12,200 shares to actual weighted average shares outstanding in 2Q and
1H 2009 respectively, compared to 36,700 and 39,600 in 2Q and 1H
2008.  The decrease in dilution is due to a lower average market price
of UTMD shares in addition to fewer unexercised options
outstanding.  Actual outstanding common shares as of the end of 2Q
2009 were 3,606,000 compared to 3,871,000 at the end of 2Q 2008.





h)        Return
on Equity


Return on
equity (ROE) is the portion of net income retained by UTMD (after payment of
dividends) to internally finance its growth, divided by the average accumulated
shareholder equity for the applicable time period.  Annualized ROE
(after payment of dividends) for 1H 2009 was 8% compared to 10% for 1H
2008.  The lower ROE in 1H 2009 was due primarily to lower net
profits.  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.  UTMD
expects  ROE for the remainder of 2009 comparable to the 8% achieved
for 1H 2009 as a result of lower net profits, higher dividends and higher
average shareholder equity





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
$2,485 in 1H 2009 compared to $3,081 in 1H 2008.  The drop is due to
lower net income thus far in 2009.  Other significant differences were
a $506 benefit to cash from lower accounts receivable in 1H 2009, partially
offset by a $359 higher use of cash from increases in inventories.


The
Company’s use of cash for investing activities was primarily as a result of
purchases of short-term investments, in an effort to maximize returns on excess
cash balances while maintaining safety and liquidity.  Capital
expenditures for property and equipment were $265 in 1H 2009 compared to $123 in
1H 2008.  In addition to investing in new property and equipment
required to keep facilities, equipment and tooling in good working condition,
UTMD has embarked on some longer term new equipment and technology projects
which will more than double capital spending in 2009 compared to recent
years.


In 1H
2009, UTMD received $31 and issued 8,980 shares of stock upon the exercise of
employee stock options.  Option exercises in 1H 2009 were at an
average price of $7.58 per share.  Employees exercised a total of
11,125 option shares in 1H 2009, with 2,145 shares immediately being retired as
a result of the individuals trading the shares in payment of the exercise price
of the options.  For comparison, the Company received $147 from
issuing 12,257 shares of stock on the exercise of employee stock options in 1H
2008, net of 1,800 shares retired upon employees trading those shares in payment
of the stock option exercise price.  The Company repurchased 5,367
shares of its stock in the open market at a cost of $116 during 1H 2009, an
average cost of $21.58 per share including commissions and fees.  For
comparison, UTMD repurchased 46,586 shares of stock in the open market at a cost
of $1,351 during 1H 2008.


UTMD Ltd.
(Ireland subsidiary) made payments of $326 on its note payable during 1H 2009,
compared to $1,012 in 1H 2008.  UTMD paid $830 in cash dividends in 1H
2009 compared to $1,754 in 1H 2008.


Management
believes that future income from operations and effective management of working
capital will provide the liquidity needed to finance internal growth
plans.  The Company may use cash for marketing or product
manufacturing rights to broaden the Company's product offerings; for continued
share repurchases when the price of the stock is undervalued; and if available
for a reasonable price, acquisitions that may strategically fit UTMD’s business
and be accretive to performance.





- 10
-




j)    
    Assets and Liabilities


June 30,
2009 total assets were $1,674 higher than at December 31,
2008.  Changes include a $1,017 increase in cash and investments, a
$883 increase in inventories, a $127 increase in other current assets and a $345
decrease in accounts and other receivables.  Inventories increased
substantially compared to the end of 2008 as a result of the first quarter 2009
one-time annual purchases of certain raw materials to take advantage of
discounts offered by vendors for purchasing in bulk, and an increase in WIP/FG
inventory resulting from keeping excess labor capacity productive during the
soft demand first half.  Inventory balances during the remainder of
2009 should decline.  UTMD maintains a management target of 4.0
inventory turns.


Working
capital was $22,596 at June 30, 2009, $1,084 higher than at 2008
year-end.  Working capital continues substantially in excess of UTMD’s
normal operating needs.  UTMD’s current ratio was 10.6 on June 30,
2009, compared to 13.2 at year-end 2008 and 9.9 on June 30, 2008.


Net
property and equipment increased $6 in 1H 2009 after purchases of $265, offset
by depreciation of $271.  Goodwill resulting from prior acquisitions
remained the same. Net intangible assets excluding goodwill decreased $13 as a
result of amortization of intellectual property of $16 offset by additions of
intangibles of $3.  At June 30, 2009, net intangible assets including
goodwill were 18% of total assets, compared to 19% at year-end
2008.


UTMD’s
long term liabilities are comprised of the Ireland note payable ($1,513 on June
30, 2009) and deferred income taxes ($420 on June 30, 2009).  As of
December 31, 2008, the respective long term liabilities were $1,828 and
$420.  The note payable, denominated in Euros, declined $315 in USD
book value despite actual principal payments of $326 because the USD increased
in value against the Euro.  In Euros, the note declined 16% from
€1,485 to €1,253 (both in thousands) during the six month period.  As
of June 30, 2009, UTMD’s total debt ratio (total liabilities/ total assets)
remained about the same as on December 31, 2008.


UTMD does
not have any off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on its financial condition, changes in
financial condition, revenues or expenses.





k)         Management's
Outlook.


As
outlined in its December 31, 2008 10-K report, UTMD’s plan for 2009 was
to


1)     work to
retain its significant global market shares of established key specialty
products


2)     accelerate
revenue growth of newer products;


3)     develop
additional proprietary products helpful to clinicians through internal new
product development;


4)     continue
achieving excellent overall financial operating performance;


5)     look for new
acquisitions to augment sales growth;  and


6)     utilize
current cash balances in shareholders’ best long-term interest, including
continued cash dividends and open market share repurchases





Although
UTMD’s management objectives for 2009 remain the same as listed above, as a
result of 1H 2009 actual performance, the Company has lowered its projection for
the year as a whole compared to the full year of 2008 to a decline in sales,
gross profits and eps in the range of 7-8%.





l)        
 Accounting Policy Changes.


None.








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 0.7075 EURO per USD as of June 30, 2009, and 0.6328 EURO per
USD as of June 30, 2008.  UTMD manages its foreign currency risk
without separate hedging transactions by converting currencies to USD as
transactions occur.





- 11
-





Item
4. Controls and Procedures





The
company’s management, under the supervision and with the participation of the
Chief Executive Officer and the Principal 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 June
30, 2009. Based on this evaluation, the Chief Executive Officer and Principal
Financial Officer concluded that, as of June 30, 2009, 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 June 30, 2009, 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
1A. Risk Factors





In addition to the other information set
forth in this report,
investorsshould carefully
consider the factors discussed in Part I, “Item 1A. Risk Factors” inUTMD’sAnnual Report on Form 10-K for the year
endedDecember 31,2008, which could materially affect
itsbusiness, financial
condition or future results.The risks described in theAnnual Report on Form 10-K
are not the only risks
facing theCompany.Additional risks and
uncertainties not currently
known toUTMDorcurrently deemedto be immaterial also maymaterially adversely affect the
Company’sbusiness,
financial condition and/or operating results.








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





The
following table details purchases by UTMD of its own securities during 2Q
2009.





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)4/01/09
      - 4/30/09
                      
                      5,366
                      
                      $  21.58
                      
                      5,3665/01/09
      - 5/31/09
                      
                      1
                      
                      21.60
                      
                      16/01/09
      - 6/30/09
                      
                      -
                      
                      -
                      
                      -Total
                      
                      5,367
                      
                      $  21.58
                      
                      5,367





(1)            In
2Q 2009 UTMD repurchased the above shares pursuant to a continued open market
repurchase program initially announced in August 1992.  Since 1993
through 2Q 2009, the Company has repurchased 6.7 million shares at an average
cost of $12.45 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 9.5 million of its shares at an
average price of $11.66 per share since 1993.  To complete the picture
relating to current shares outstanding, since 1993 the Company’s employees and
directors have exercised and purchased 1.6 million option shares at an average
price of $9.01 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 consistent 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
Global Market listing.




- 13
-






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





On May
15, 2009 at the annual meeting, shareholders of the Company approved the
following matters submitted to them for consideration:


Elected
Kevin L. Cornwell and Paul O. Richins as directors of the Company:


Kevin
      L. Cornwell
                  For
                  2,559,735Paul
      O. Richins
                  For
                  2,685,878





Item
6.    Exhibits





Exhibit
      #
            SECReference
      #
            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
      pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 20024
            32
            Certification
      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:
      8/4/09
              By:
              /s/
      Kevin L.
      CornwellKevin
      L. CornwellCEODate:
      8/4/09
              By:
              /s/
      Paul O.
      RichinsPaul
      O. RichinsPrincipal
      Financial Officer








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-