<PAGE>
                                  FORM 10-K/A

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                AMENDMENT NO. 1
                                      to
     [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 [FEE REQUIRED]

                           for the fiscal year ended
                              September 30, 1998

                                      or

     [  ] TRANSITION  REPORT  PURSUANT  TO SECTION  13  OR  15(d) OF  THE
          SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                                    1-12318
                            Commission file number

                           BALLARD MEDICAL PRODUCTS
                           Exact name of registrant 
                          as specified in its charter

                                     UTAH
                 State or other jurisdiction of incorporation 
                                or organization

                                  87-0340144
                      I.R.S. Employer Identification No.                  

                12050 Lone Peak Parkway, Draper, Utah  84020  
                             Address and Zip Code 
                        of principal executive offices

                                (801) 572-6800
                        Registrant's telephone number, 
                             including area code 

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

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

                          Title of Class:  Common   
                          Par Value:  $0.10 per share

     [X]  Yes  Indicate by check mark whether the Registrant (1)
     [ ]  No   has filed all reports  required to be filed by  Section 12
               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.    




                                       1 <PAGE>
 
     [ ]       Indicate by check mark  if disclosure of delinquent filers
               pursuant to Item 405 of Regulation S-K (Section 229.405 of
               this  chapter) is not  contained herein,  and will  not be
               contained,  to  the  best of  registrant's  knowledge,  in
               definitive proxy or information statements incorporated by
               reference in Part III  of this Form 10-K or  any amendment
               to this Form 10-K.  

     The aggregate market value of the voting stock held by nonaffiliates
     of the registrant as of 12/15/98: 

                                 $675,133,285

     The number of shares outstanding of the registrant's class of common
     stock, as of 12/15/98:

                                  30,547,908


                      DOCUMENTS INCORPORATED BY REFERENCE

     The following documents are incorporated by reference herein:

           1.  The Company's Form  10-K as filed with  the Securities and
               Exchange Commission on December 30, 1998.

           2.  Annual  Report  to  Shareholders  for  fiscal  year  ended
               September 30,  1998 which  was mailed to  shareholders and
               filed  as Exhibit 13 to the Company's Form 10-K filed with
               the  Securities and  Exchange Commission  on  December 30,
               1998: Incorporated into Parts I and II hereof.
       

                           BALLARD MEDICAL PRODUCTS

                    Cross Reference Sheet Showing Location 
                     in Annual Report or Proxy Statement 
              of Information Required by Certain Form 10-K Items

                                                          LOCATION IN
                                                          PRINTED
                                                          REFERENCE
      FORM 10-K ITEMS                                     MATERIALS


      Part I

           Item 1.      Business                          Annual Report,
                                                          pp. 1-8

           Item 2.      Properties                        Annual Report,
                                                          pp. 3, 8





                                       2 <PAGE>
 
                                                          LOCATION IN
                                                          PRINTED
                                                          REFERENCE
      FORM 10-K ITEMS                                     MATERIALS

      Part II.

           Item 5.      Market for Registrant's Common    Annual Report 
                        Equity and Related Stockholder    p. 8
                        Matters

           Item 6.      Selected Consolidated Financial   Annual Report,
                        Data                              pp. 9, 10

           Item 7.      Management's Discussion and
                        Analysis of Financial Condition   Annual Report,
                        and Results of Operations         pp. 29-40

           Item 8.      Consolidated Financial
                        Statements and Supplementary      Annual Report,
                        Data                              pp. 11-28


                                    PART IV

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

          (a) DOCUMENTS FILED AS PART OF REPORT

               1.   CONSOLIDATED FINANCIAL STATEMENTS

          The following are included in the Annual Report incorporated by
     reference into Parts I and II of this report:

               Independent  Auditor's  Report,  dated November  23,  1998
               (December 23, 1998 as to the second paragraph of Note 11);
         
               Consolidated Balance  Sheets as of September  30, 1998 and
               1997;

               Consolidated Statements of Operations for  the Years Ended
               September 30, 1998, 1997, and 1996;

               Consolidated  Statements of  Stockholders' Equity  for the
               Years Ended September 30, 1998, 1997, and 1996;

               Consolidated Statements of Cash  Flows for the Years Ended
               September 30, 1998, 1997 and 1996;

               Notes to Consolidated Financial Statements.
         
          The purpose of filing this Form 10-K/A  is to add the following
     report, together with the consent filed as Exhibit 23 hereto:

               Report of Independent Accountants, dated January 30, 1998.
         
                                       3 <PAGE>
 
               2.   CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

          The following are included in the Form 10-K incorporated herein
     by reference:

               Independent  Auditors'  Report  dated  November  23,  1998
               (December 23, 1998 as to the second paragraph of Note 11);
         
               Supplemental Schedule  II  - Valuation  Accounts  for  the
               Three Years Ended September 30, 1998;

               Other schedules  required by  Rule 5.04 of  Regulation S-X
               are omitted because of the absence of the conditions under
               which   they   are  required   or  because   the  required
               information  is included  in  the  consolidated  financial
               statements or related notes.

               3.   EXHIBITS
        
          The purpose of filing this Form 10-K/A is to add the report and
     consent of PricewaterhouseCoopers LLP, as Exhibit 23.  See  "Ballard
     Medical Products Index to Exhibits" attached to this report.

         
          (b)  REPORTS ON FORM 8-K

          On March 10, 1998 and July 14, 1998 the Company filed Form 8-Ks
     with regard to  its acquisition  of Tri-Med Specialties,  Inc.   The
     Company  filed an amended  Form 8-K on July  20, 1998 to voluntarily
     restate its financial statements to reflect the pooling of interests
     in its acquisition of Tri-Med.
      
          (c)  EXHIBITS

          See "Ballard  Medical Products  Index to Exhibits"  attached to
     this report.

          (d)  SEPARATE FINANCIAL STATEMENT
               SCHEDULES

          Not applicable.
















                                       4 <PAGE>
 
                                  SIGNATURES

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


     Date:  January 19, 1999            BALLARD MEDICAL PRODUCTS

                                        By:  Dale H. Ballard,
                                             President, Director
                                             (Principal Executive
                                             Officer)

          Pursuant to the requirements of the  Securities Exchange Act of
     1934, this report has  been signed below by the following persons on
     behalf of  the Registrant  and in  the capacities  and on  the dates
     indicated.

     Date:  January 19, 1999            By:  Dale H. Ballard
                                             Director

     Date:  January 19, 1999            By:  E. Martin Chamberlain
                                             Director

     Date:  January 19, 1999            By:  Dale H. Ballard, Jr.
                                             Director

     Date:  January 19, 1999            By:  Paul W. Hess
                                             Director

     Date:  January 19, 1999            By:  Kenneth R. Sorenson
                                             Treasurer (Principal
                                             Financial Officer)






















                                       5 <PAGE>
 
        

     REPORT OF INDEPENDENT ACCOUNTANTS

     To the Board of Directors and Stockholders of 
     Tri-Med Specialties, Inc.:

          We have audited the balance sheets of Tri-Med Specialties, Inc.
     (the Company) as  of September 30,  1997 and 1996,  and the  related
     statements of operations, changes  in stockholders' equity, and cash
     flows  for the  year  ended September  30,  1997.   These  financial
     statements are the responsibility of the Company's  management.  Our
     responsibility  is   to  express  an  opinion   on  these  financial
     statements based on our audits.

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

          In  our opinion,  the  financial statements  referred to  above
     present fairly, in  all material respects, the financial position of
     Tri-Med Specialties, Inc. as of September  30, 1997 and 1996 and the
     results  of its operations  and its  cash flows  for the  year ended
     September 30, 1997, in conformity with generally accepted accounting
     principles.

     Kansas City, Missouri                   PricewaterhouseCoopers LLP  
     January 30, 1998                          Coopers & Lybrand L.L.P.  


         



















                                       6 <PAGE>
 
                           BALLARD MEDICAL PRODUCTS

                               Index to Exhibits

      EXHIBIT     EXHIBIT DESCRIPTION   SEQUENTIALLY NUMBERED PAGE
      NO.

       3.1        Restated Certificate  Incorporated herein by
                  of Incorporation,     reference to Exhibit 3.1 to
                  dated June 18, 1987   Form 10-K, filed December
                                        29, 1989.

       3.2        July 10, 1991         Incorporated herein by
                  Articles of           reference to Exhibit 4.2 to
                  Amendment to          the Registration Statement
                  Articles of           on Form S-3, filed November
                  Incorporation         13, 1991, Registration No.
                                        33-43910.

       3.3        September 20, 1993    Incorporated herein by
                  Articles of           reference to Exhibit 3.3 to
                  Amendment to          Form 10-K filed December
                  Articles of           16, 1993.
                  Incorporation

       3.4        Amended and Restated  Incorporated herein by
                  Bylaws, dated         reference to Exhibit 3.3 to
                  October 12, 1992      Form 10-K, filed December
                                        24, 1992.

       4.1        See Exhibits 3.1,
                  3.2, 3.3, 3.4, 10.1,
                  10.2, 10.3, 10.4,
                  10.5, 10.6, 10.7,
                  10.8 and 10.9

       9          None

      10.1        Material Contract:    Incorporated herein by
                  1988 Incentive Stock  reference to the
                  Option Plan           Registration Statement on
                                        Form S-8, filed November
                                        18, 1988, Registration No.
                                        33-25628.

      10.2        Material Contract:    Incorporated herein by
                  1990 Incentive Stock  reference to the
                  Option Plan           Registration Statement on
                                        Form S-8, filed September
                                        17, 1990, Registration No.
                                        33-36851.






                                       7 <PAGE>
 
      EXHIBIT     EXHIBIT DESCRIPTION   SEQUENTIALLY NUMBERED PAGE
      NO.

      10.3        Material Contract:    Incorporated herein by
                  1991 Incentive Stock  reference to Exhibit 4.2 to
                  Option Plan           Registration Statement on
                                        Form S-8, filed July 10,
                                        1991, Registration No. 33-
                                        41720.

      10.4        Material Contract:    Incorporated herein by
                  1992 Incentive Stock  reference to Exhibit 4.3 to
                  Option Plan           Registration Statement on
                                        Form S-8, filed with Post-
                                        Effective Amendment No. 1
                                        on April 9, 1993,
                                        Registration No. 33-56302.

      10.5        Material Contract:    Incorporated herein by
                  Amended and Restated  reference to Exhibit 4.5 to
                  1993 Incentive Stock  Registration Statement on
                  Option Plan           Form S-8, filed December
                                        20, 1993, Registration No.
                                        33-73194.

      10.6        Material Contract:    Incorporated herein by
                  1994 Incentive Stock  reference to Exhibit 10.8
                  Option Plan           to Form 10-K filed December
                                        15, 1994. 

      10.7        Material Contract:    Incorporated herein by
                  1995 Incentive Stock  reference to Exhibit 10.9
                  Option Plan           to Form 10-K filed December 
                                        8, 1995. 

      10.8        Material Contract:    Incorporated herein by
                  1996 Incentive Stock  reference to Exhibit 10.10
                  Option Plan           to Form 10-K filed December
                                        9, 1996.

      10.9        Material Contract:    Incorporated herein by
                  1997 Incentive Stock  reference to Exhibit 10.9
                  Option Plan           to Form 10-K filed December
                                        15, 1997.

      10.10       Material Contract:    Incorporated herein by
                  Agreement of          reference to Exhibit 19 to
                  Settlement dated      Form 10-Q, filed May 15,
                  March 1, 1990, with   1990.
                  Smiths Industries
                  Medical Systems,
                  Inc. and Smiths
                  Industries PLC



                                       8 <PAGE>
 
      EXHIBIT     EXHIBIT DESCRIPTION   SEQUENTIALLY NUMBERED PAGE
      NO.

      10.11       Material Contract:    Incorporated herein by
                  Agreement dated       reference to Exhibit 10.21
                  effective October 1,  to Form 10-K, filed
                  1993 between Ballard  December 16, 1993.
                  Medical Products and
                  H. Earl Wright and
                  The Wright Foamer
                  Co.

      10.12       Material Contract:    Incorporated herein by
                  Stock Purchase        reference to Exhibit 99.1
                  Agreement (with       to Form 8-K, filed December
                  various "Sellers"     23, 1996.
                  named therein)
         
      11          Computation of        Incorporated herein by
                  Income Per Common     reference to Exhibit 11
                  Share and Common      to Form 10-K, filed
                  Equivalent Share      December 30, 1998
          

      12          Not Applicable

         
      13          Ballard Medical       Incorporated herein by
                  Products 1998 Annual  reference to Exhibit 13
                  Report for the year   to Form 10-K, filed
                  ended September 30,   December 30, 1998
                  1998
          

      16          Not Applicable

      18          Not Applicable

         
      21          Subsidiaries of       Incorporated herein by
                  Ballard Medical       reference to Exhibit 21
                  Products              to Form 10-K, filed
                                        December 30, 1998

      22          Not Applicable

         
      23          Consent of
                  Independent 
                  Accountants
          

      24          Not Applicable



                                       9 <PAGE>
 
      EXHIBIT     EXHIBIT DESCRIPTION   SEQUENTIALLY NUMBERED PAGE
      NO.

      25          Not Applicable

      26          Not Applicable

         
      27          Financial Data        Incorporated herein by
                  Schedule              reference to Exhibit 27
                                        to Form 10-K, filed
                                        December 30, 1998
          

      28          Not Applicable

        

                                  EXHIBIT 23

     CONSENT OF INDEPENDENT ACCOUNTANTS

          We   consent  to   the  incorporation   by  reference   in  the
     Registration Statements  on Form  S-3 (Nos. 33-23232,  33-34384, 33-
     43910, 33-50040,  333-18661, and 333-59471) and  in the Registration
     Statements on Form S-8 (Nos. 33-25628, 33-36851, 33-41720, 33-56302,
     33-73194, 33-57735, 333-01941, 333-22827, and 333-59465) of  Ballard
     Medical Products of our report dated January 30, 1998, on our audits
     of  the  financial statements  of  Tri-Med Specialties,  Inc.  as of
     September 30,  1997 and 1996 and  the year ended September  30, 1997
     which report is included in this Annual Report on Form 10-KA.

     Kansas City, Missouri
     January 15, 1999                        PricewaterhouseCoopers LLP  

         





















                                      10 <PAGE>