EXHIBIT 10.9

                                 BALLARD MEDICAL PRODUCTS

                             1997 INCENTIVE STOCK OPTION PLAN


                                            Adopted effective July 15, 1997


                     1.  GRANT  OF   OPTIONS.     The   two  stock   Option
               Committees, appointed  by the Board of  Directors of BALLARD
               MEDICAL  PRODUCTS (the  "Company"), a  corporation organized
               under  the laws  of the  State of  Utah, with  its principal
               place  of  business  located  at 12050  Lone  Peak  Parkway,
               Draper,  Utah 84020,  are hereby  authorized to  issue stock
               options from time to time on the Company's behalf to any one
               or  more persons  who,  at  the  date  of  such  grant,  are
               employees  of the Company or a subsidiary of the Company and
               meet the requirements contained in the remaining portions of
               this 1997 Incentive  Stock Option Plan (the  "Plan").  Stock
               Option Committee  A ("Committee  A") is authorized  to grant
               options to employees who are not also officers  or directors
               of the Company.  Stock Option Committee B ("Committee B") is
               authorized  to grant options only  to employees who are also
               officers  or Directors  of the  Company.   Any option  to be
               granted  pursuant to this  Plan must  be granted  within ten
               (10) years from the date hereof.

                     2.  AMOUNT  OF  STOCK AVAILABLE  TO  THIS  PLAN.   The
               aggregate amount of stock which may be purchased pursuant to
               options  granted under this Plan shall  be 750,000 shares of
               the  Company's Common Stock (the "Stock"), said number to be
               automatically increased or decreased, as the case may be, by
               any  increase or decrease in  the number of  shares of Stock
               outstanding because of any:

                         (a)  change in par value;

                         (b)  split up, or reverse split;

                         (c)  reclassification, or

                         (d)  distribution of a dividend payable in stock.

                     3.  ELIGIBLE  EMPLOYEES.   This Plan is  available, at
               the  discretion  of  the  Stock Option  Committees,  to  all
               employees of the Company and  all employees of the Company's
               subsidiaries.

                     4.  PARTICIPATION.  Subject to the  express provisions
               of the Plan, the Stock Option Committees shall:  

                         (a)  select from employees the individuals to whom
               options shall be granted;

                         (b)  determine  the number of shares to be subject
               to each option granted; and

                         (c)  grant such options to such individuals.

                     5.  PARTICIPATION BY  DIRECTORS  AND OFFICERS.    With
               respect to any  and all  options granted under  the Plan  to
               employees  who  are  either  officers or  Directors  of  the
               Company, the decisions as to the selection of the officer or
               Director to whom stock options may be granted and the number
               or  maximum number of shares  which may be  covered by stock
               options granted  to any  such officer or  Director shall  be
               made  only by  Committee  B.    All  the  members  of  which
               Committee   B  shall   be   "disinterested   persons".     A
               "disinterested person" is a director who is  not, during the
               one  year  prior  to  service  as  an  administrator  of the
               applicable Plan, or during  such service, granted or awarded
               options pursuant to any Plan of the Company.

                     6.  NONTRANSFERABILITY.    All  options granted  under
               this Plan  shall be  nontransferable by the  optionee, other
               than  by will or the  laws of descent  and distribution upon
               death,  and  shall  be  exercisable  during  the  optionee's
               lifetime only by the optionee or by  the optionee's guardian
               or legal representative.

                     7.  CONTINUED  EMPLOYMENT  REQUIREMENT.    Any  option
               granted pursuant  to this  Plan may contain  such provisions
               established by the applicable  Stock Option Committee as the
               Committee  deems  appropriate  and  desirable  regarding the
               manner  of exercise  of such  option, subject  to  the other
               provisions  of this Plan.  No option granted under this Plan
               may be exercised  in whole  or in part  unless the  optionee
               continues to be an  employee of the Company or  a subsidiary
               for  a period of  at least one  (1) year  following the date
               such option is granted.  In his discretion, the President of
               the Company may  extend this  one-year continued  employment
               period  up to three (3)  years.  However,  the occurrence of
               either  of  the  following  events  will  cause  all  of  an
               optionee's   options   to  become   immediately   and  fully
               exercisable, notwithstanding the above requirement:

                         (a)  The death of the optionee; or

                         (b)  The  occurrence  of  a  Business  Combination
               which is not approved by a two-thirds vote of the Continuing
               Directors.

                    For   purposes   of  this   paragraph,   the  following
               definitions apply:  

                         (c)  "Acquiring Person" shall mean any individual,
               corporation  (other  than this  corporation  or  any of  its
               subsidiaries),  partnership, other  person or  entity which,
               together with  its affiliates and associates  (as defined in
               the Exchange  Act or  the rules and  regulations promulgated
               thereunder),   and  together  with   any  other  individual,
               corporation  (other   than  the   Company  or  any   of  its
               subsidiaries), partnership,  person or entity with  which it
               or they  have any agreement,  arrangement, or  understanding
               with respect to acquiring,  holding, voting, or disposing of
               the Company's stock,  beneficially owns (within  the meaning
               of the Exchange Act or the rules and regulations promulgated
               thereunder) in the aggregate 10% or  more of the outstanding
               Voting Stock of the Company.  "Acquiring Person"  shall also
               include any  assignee  of, or  person  or entity  which  has
               succeeded to any shares of the Company's stock which were at
               any  time prior  to  the date  of  assignment or  succession
               beneficially owned  by,  a 10%  Voting  Stock owner,  or  an
               affiliate  or associate of a 10% Voting Stock owner, if such
               assignment or  succession shall have occurred  in the course
               of a transaction  or series of transactions  not involving a
               public offering within the meaning of  the Securities Act of
               1933,  as amended.  A  person or entity,  its affiliates and
               associates,  assignees and  successors, and  all such  other
               persons or entities  with whom they have any such agreement,
               arrangement,  or  understanding  shall  be deemed  a  single
               Acquiring Person for purposes of  this paragraph.  Also  for
               purposes  of this paragraph,  the Continuing Directors shall
               by majority vote have  the power to determine, on  the basis
               of information known to the Board,  if and when there is  an
               Acquiring  Person.     Any   such  determination   shall  be
               conclusive and  binding for all purposes  of this paragraph,
               provided  such  determination  is  reasonable  and  made  in
               accordance with applicable law.

                         (d)  "Business Combination" shall mean:

                             (i)   any  merger,   consolidation,  or  share
               exchange  of the Company or a subsidiary of the Company with
               or into an Acquiring Person;

                            (ii)   any purchase for cash  and/or securities
               by  an  Acquiring Person  of 20%  or  more of  the Company's
               outstanding   shares   of   Voting  Stock   (including   the
               purchase(s)  which  cause(s)  the  purchaser  to  become  an
               Acquiring Person hereunder); 

                           (iii)   any sale, lease,  exchange, transfer  or
               other  disposition (including without limitation, a mortgage
               or other security device) in a single transaction or related
               series of transactions,  of all or any Substantial  Part (as
               hereinafter  defined) of  the assets  either of  the Company
               (including  without limitation,  any voting securities  of a  
               subsidiary) or of a subsidiary of the Company to or with  an
               Acquiring Person; 

                            (iv)   any  merger  or   consolidation  of   an
               Acquiring Person with or into the Company or a subsidiary of
               the Company; 

                             (v)   any sale, lease,  exchange, transfer  or
               other disposition (including without limitation,  a mortgage
               or other security device) in a single transaction or related
               series of  transactions, of all  or any Substantial  Part of
               the  assets of  an  Acquiring Person  to  the Company  or  a
               subsidiary of the Company;

                            (vi)   the   issuance   or   transfer  of   any
               securities  of the Company or a subsidiary of the Company to
               an Acquiring Person;

                           (vii)   the adoption of any plan or proposal for
               the  liquidation  or  dissolution of  the  Company proposed,
               directly or indirectly, by  or on behalf of, or  pursuant to
               any agreement, arrangement or  understanding (whether or not
               in writing) with an Acquiring Person; 

                          (viii)   any  merger  or  consolidation   of  the
               Company with a subsidiary  of the Company proposed by  or on
               behalf of an Acquiring Person;

                            (ix)   any   reclassification   of   securities
               (including  without  limitation,  any  stock   split,  stock
               dividend,  or  other distribution  of  stock  in respect  of
               stock, or  any reverse stock split),  or recapitalization of
               the  Company or any  merger or consolidation  of the Company
               with any subsidiary of the Company, or any other transaction
               (whether or  not with  or into,  or otherwise  involving the
               Acquiring Person), proposed by, on behalf of, or pursuant to
               any agreement, arrangement or understanding (whether or  not
               in writing)  with the Acquiring  Person or any  affiliate or
               associate  of the  Acquiring  Person which  has the  effect,
               directly  or indirectly,  of  increasing  the  proportionate
               share of the outstanding  shares of stock of the  Company or
               any  subsidiary   of  the  Company  which   is  directly  or
               indirectly owned by the Acquiring Person, except as a result
               of immaterial fractional share adjustments;

                             (x)   any   agreement,   contract,  or   other
               arrangement providing for any of  the transactions described
               in this definition of Business Combination; and

                            (xi)   any other transaction with  an Acquiring
               Person  which   requires  the  approval   of  the  Company's
               stockholders  under  the Utah  Revised  Business Corporation
               Act.  

                    A person who is an Acquiring Person as of:

                           (xii)   the   time   any  definitive   agreement
               relating to a Business Combination is entered into;

                          (xiii)   the record date for the determination of
               stockholders entitled to notice of and to vote on a Business
               Combination; or 

                           (xiv)   immediately prior to the consummation of
               a Business Combination,

               shall  be   an  Acquiring   Person  for  purposes   of  this
               definition.

                         (e)  "Continuing   Director"   shall    mean   any
               director of the Company who was a director prior to the time
               the  Acquiring Person  became such,  and any  other director
               whose election or appointment  as a director was recommended
               or approved  by a majority vote of the Continuing Directors.
               A majority  or two-thirds  vote of the  Continuing Directors
               shall  mean,  respectively, a  vote of  the majority  of the
               Continuing  Directors,  a  vote  of  or  two-thirds  of  the
               Continuing Directors, then in office, provided that at least
               two Continuing Directors are  then in office and participate
               in such vote.

                         (f)  "Exchange  Act"  shall  mean  the  Securities
               Exchange Act of 1934.

                         (g)  "Substantial Part"  shall mean  an amount  of
               assets having  an aggregate fair  market value  of at  least
               $500,000.

                         (h)  "Voting Stock"  shall mean  Common Stock  and
               all  other  securities  of  the  Company  entitled  to  vote
               generally for the election of directors.

                     8.  OTHER RESTRICTIONS.  

                         (a)  In  no event  will any  option  granted to  a
               person be, by its terms, exercisable after the expiration of
               ten (10) years from the date such option is granted, and any
               option  granted  pursuant to  this  Plan  and not  exercised
               within said  ten (10)-year  period shall be  void; provided,
               however, that  such period  shall  be only  five (5)  years,
               instead of ten (10), for an optionee who, immediately before
               the grant of the option, owns more than ten percent (10%) of
               the voting power of all classes of the Company's Stock.

                         (b)  No  option granted  under  this Plan  or  any
               part  hereof may  be exercised  more than  three  (3) months
               after  the optionee ceases to be an employee of the Company.
               However, if the optionee  ceases employment with the Company  
               or subsidiary  because of  permanent  and total  disability,
               then  an option  granted under  this Plan  may be  exercised
               within  one (1) year of such cessation of employment so long
               as  the  optionee has  been an  employee  of the  Company or
               subsidiary for  at least the  period specified in  the Stock
               Option  Agreement  entered  into  by the  Company  and  said
               optionee.  For  purposes of this  Plan, the term  "permanent
               and total disability" shall mean that the optionee is unable
               to engage in  any substantial gainful activity by  reason of
               any  medically  determinable physical  or  mental impairment
               which can be expected to result in death or which has lasted
               or can  be expected to last  for a continuous  period of not
               less than twelve months.

                         (c)  No option  or  installment thereof  shall  be
               exercisable  except  in   respect  of   whole  shares,   and
               fractional share  interests shall be disregarded.   No fewer
               than one hundred (100)  shares may be purchased at  one time
               unless the number purchased is the total number which may be
               purchased at said time under the option.

                     9.  PURCHASE PRICE.  For any option granted hereunder,
               the  purchase price for a share of Stock shall be determined
               by the  applicable Stock Option  Committee but shall  not be
               less than (but may be greater than) the fair market value of
               the  Stock on the  date such  option is  granted.   The fair
               market value of such Stock shall be determined in accordance
               with   any  reasonable   valuation  method,   including  the
               valuation   methods   described  in   Treasury  Regulations.
               However, in the case of any person then owning more than ten
               percent  (10%) of  the voting  power of  all classes  of the
               Company's  capital  stock,  options  will be  granted  at  a
               purchase  price of  not less  than one  hundred ten  percent
               (110%)  of the  fair market value  of the Stock  on the date
               such  option is  granted.   In  either case,  the applicable
               Stock  Option Committee will use good faith to determine the
               fair market value of the Stock.

                    For so long as the Company's Stock is traded on the New
               York Stock Exchange,  the fair market  value shall mean  the
               reported closing price on the last trading day preceding the
               grant of the  option.  If the  Company's Stock is traded  in
               the over-the-counter  market, the  fair  market value  shall
               mean  the reported  closing  price on  the last  trading day
               preceding the grant of the option.

                    10.  PAYMENT OF PURCHASE PRICE  WITH COMPANY STOCK. The
               optionee  may, if  the  optionee chooses,  pay the  purchase
               price  to exercise  an option granted  under this  Plan with
               other shares of the Company's stock which the optionee owns.
               In such cases,  credit will  be given the  optionee for  the
               fair  market  value  of  such  outstanding  shares  used  in
               payment,  as of  the  date of  payment, less  any applicable
               brokerage fees.   The Company's Board of Directors  will use
               good  faith to determine the fair market value of the stocks
               thus used in payment as of the date of such payment.  

                    11.  RECLASSIFICATION, CONSOLIDATION, OR MERGER.

                         (a)  If   options  issued  under   this  Plan  are
               outstanding when the  total number of  issued shares of  the
               Stock is increased or decreased by any:

                              (i)  change in par value;

                             (ii)  split up, or reverse split;

                            (iii)  reclassification; or

                             (iv)  distribution  of  a dividend  payable in
               stock;

               then  the number of shares  subject to such  options and the
               option price per share shall be proportionately adjusted.

                         (b)  If the Company is  reorganized, consolidated,
               or  merged with  another  corporation (regardless  of  which
               entity will be the  surviving corporation), the optionees of
               any options then outstanding pursuant to this Plan shall  be
               entitled to receive options covering shares of the surviving
               corporation:

                              (i)  in substantially the same proportion;

                             (ii)  at  a  substantially  equivalent  option
               price; and

                            (iii)  subject  to the same conditions as their
                                   prior, outstanding options granted under
                                   this Plan.

                    12.  AMENDMENTS TO  THIS PLAN.  The  Board of Directors
               is  hereby authorized  to amend  this  Plan as  necessary to
               comply with state and federal laws or as  the Board deems to
               be necessary or appropriate for  the benefit of the Company,
               its subsidiaries, or their employees.

                    13.  DATE OF GRANT OF OPTIONS.  The date of grant of an
               option shall  be the day of  the grant of the  option by the
               applicable Stock Option  Committee; provided, however,  that
               if the appropriate resolution  of the Stock Option Committee
               indicates that  an option is to be granted as of and on some
               future date, then  the date  of grant shall  be such  future
               date.  The applicable Stock Option Committee may also select
               a  past effective  date for  option grants,  so long  as the
               Committee  action  is within  a  reasonable  period of  time
               following the effective date of the grant.

                    14.  STOCK OWNERSHIP.  No optionee shall be entitled to
               the  privileges of Stock ownership as to any shares of Stock
               not  actually  issued  and  delivered to  such  optionee  in
               certificate form.  

                    15.  STOCKHOLDER APPROVAL; EFFECTIVE  DATE.  This  Plan
               is subject  to approval by  the Shareholders of  the Company
               and  will  not  remain  in  force  unless  approved  by  the
               Shareholders within  twelve (12)  months after the  date the
               Plan is adopted.

                    16.  STOCK  RESERVE.   The Company  will, at  all times
               during the  term of this  Plan, reserve  and keep  available
               such number of  authorized but unissued shares of  its Stock
               and/or  Treasury Stock as will  be sufficient to satisfy the
               requirements  of this Plan.   The Company will  pay all fees
               and expenses incurred by the Company in  connection with the
               exercise  of options granted under this Plan.  If any option
               shall expire for any reason without having been exercised in
               full, the unpurchased shares  subject thereto shall again be
               available for purposes of the Plan.

                    17.  INTERPRETATION OF PLAN.  Options  granted pursuant
               to the  Plan are  intended to  be "Incentive Stock  Options"
               within the  meaning of Section  422 of the  Internal Revenue
               Code  (the  "Code"),  and  the Plan  shall  be  construed to
               implement that  intent.   If all or  any part  of an  option
               shall not be deemed  an "Incentive Stock Option" within  the
               meaning  of  Section 422  of  the  Code, said  option  shall
               nevertheless be valid and carried into effect.

                    It  is also  intended that  option grants  hereunder to
               officers and directors who are also employees of the Company
               qualify as exempt  transactions under Reg.  Section 240.16b-
               3(d)(3),   promulgated  by   the  Securities   and  Exchange
               Commission under  Section 16(b)  of the Securities  Exchange
               Act of 1934.

                    18.  OTHER TERMS.   Any option granted  under this Plan
               may contain  such other and  additional terms as  are deemed
               necessary  or  desirable  by  the  applicable  Stock  Option
               Committee,  or the President of the Company, so long as such
               terms do not materially differ from the terms of this Plan.

                                 CERTIFICATE OF SECRETARY

               KNOW ALL MEN BY THESE PRESENTS:

                    That the undersigned does hereby certify that he is the
               Secretary  of BALLARD MEDICAL  PRODUCTS, a Utah corporation;
               that  the above  and foregoing  1997 Incentive  Stock Option
               Plan was duly and regularly adopted as such  by the Board of
               Directors  of the  Company by  unanimous Consent  Resolution
               dated effective July 15, 1997; that said Plan, as adopted by
               the Board, was  duly approved by a  majority of Shareholders
               of the  Company  at  the Annual Meeting of Shareholders held
               January 26,  1998; and that  the above 1997  Incentive Stock
               Option Plan is now in full force and effect.

                    Dated this ____ day of ______________, 1998.  

                             _____________________________________________
                             Secretary
               
               (Corporate Seal)