EXHIBIT 10.10

                            BALLARD MEDICAL PRODUCTS

                        1996 INCENTIVE STOCK OPTION PLAN

                                        Adopted effective July 1, 1996

                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 1996 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 700,000 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" within  the
          meaning  of  Reg.  Section  240.16b-3(c)(2)(i),  promulgated
          under the Securities Exchange Act of 1934.

                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
          Company 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  the Plan and  its provisions
          satisfy the  conditions  and requirements  of  Reg.  Section
          240.16b-3  promulgated   by  the  Securities   and  Exchange
          Commission under  Section 16(b) of  the Securities  Exchange
          Act  of 1934,  both  before  and  after  May  1,  1991  (the
          effective date of Release No. 34-28869).

               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  1996 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 1, 1996; 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 27,  1997; and that  the above 1996  Incentive Stock
          Option Plan is now in full force and effect.

               Dated this      day of              , 1997.

                                                     Secretary  
                                                     (Corporate
          Seal)