FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

          [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, 1996

                                       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.    

          [ ]  No   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 11/20/96: 

                                  $424,320,872

          The number  of shares outstanding of  the registrant's class
          of common stock, as of 11/20/96:

                                   27,817,790

                       DOCUMENTS INCORPORATED BY REFERENCE

          The  following  documents   are  incorporated  by  reference
          herein:

                1.  Annual  Report  to  Shareholders for  fiscal  year
                    ended September 30, 1996:  Incorporated into Parts
                    I and II hereof.
            
                2.  Proxy Statement for Annual Meeting of Shareholders
                    to be  held January  27, 1997:   Incorporated into
                    Part III 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
           FORM 10-K ITEMS                                     REFERENCE
                                                               MATERIALS

           Part I

                Item 1.      Business                          Annual Report,
                                                               pp. 1-7  

                Item 2.      Properties                        Annual Report,
                                                               pp. 1, 2
           Part II.

                Item 5.      Market for Registrant's Common    Annual Report 
                             Equity and Related Stockholder    p. 7
                             Matters

                Item 6.      Selected Consolidated Financial   Annual Report,
                             Data                              pp. 8, 9

                Item 7.      Management's Discussion and
                             Analysis of Financial Condition   Annual Report,
                             and Results of Operations         pp. 27-32

                Item 8.      Consolidated Financial
                             Statements and Supplementary      Annual Report,
                             Data                              pp. 10-26

           Part III

                Item 10.     Directors and Executive             
                             Officers of the Registrant        Proxy Statement,
                                                               pp. 3,4, 16-18

                Item 11.     Executive Compensation            Proxy Statement,
                                                               pp. 5-10

                Item 12.     Security Ownership of Certain
                             Beneficial Owners and             Proxy Statement,
                             Management                        pp. 2-4

                                   DEFINITIONS

          As  used  herein,  the  following terms  have  the  meanings
          indicated:

                1.  "Annual  Report"  refers to  the  Company's Annual
                    Report  for the  fiscal year  ended September  30,
                    1996, which was EDGAR-filed with the Commission on
                    or about December 3, 1996 and which will be mailed
                    to shareholders on or about December 13, 1996.

                2.  "Ballard" refers to Ballard Medical Products.

                3.  "BI"  refers  to  Ballard  International,  Inc., a
                    wholly-owned subsidiary of Ballard.

                4.  "BREH" refers  to  Ballard Real  Estate  Holdings,
                    Inc., a wholly-owned subsidiary of Ballard.

                5.  The  "Company"  and  the  "Registrant"   refer  to
                    Ballard and its subsidiaries.

                6.  "MIC" refers to Medical Innovations Corporation, a  
                    wholly-owned subsidiary of Ballard.

                7.  "MIST  ASSIST"  refers  to Mist  Assist,  Inc.,  a
                    wholly-owned subsidiary of Ballard.

                8.  "PEPCO" refers to the Plastic  Engineered Products
                    Company, a wholly-owned subsidiary of Ballard.

                9.  "PMP" refers to Ballard Medical  Products (Canada)
                    Inc.  dba  Preferred Medical  Products,  a wholly-
                    owned subsidiary of Ballard.

               10.  The  "Proxy Statement"  refers  to  the  Company's
                    Proxy  Statement which  was  EDGAR-filed with  the
                    Commission on or about  December 3, 1996 and which
                    will  be  mailed  to  shareholders  on  or   about
                    December  13,  1996,  for the  Annual  Shareholder
                    Meeting to be held January 27, 1997.

                                     PART I

          ITEM 1.  BUSINESS

               The information  required by this item  is incorporated
          herein by reference  from the Company's  Annual Report.   In
          addition, the following information is provided:

               BUSINESS DEVELOPMENTS

               The United States continues  to be the principal market
          for the Company's products.   The Company's 137-person sales
          force is complemented by  a distribution system comprised of
          specialty and general line dealers.

               Sales by the Company are generated in many areas within
          the  hospital,  such  as  intensive  care  units,  emergency
          services, anesthesiology  departments, oncology departments,
          gastrointestinal and radiology  procedure rooms, burn units,
          respiratory  therapy, bone marrow  transplant units, general
          nursing floors,  and post-anesthesia care units,  as well as
          the  main hospital  operating room  and outpatient/satellite
          surgical  centers.  A second important market for certain of
          the  Company's  products  is   the  alternate  care  market.
          Alternate care  site sales  continue to improve  as patients
          are moved into these  locations at an increasing rate.   The
          Company's  strategy  will continue  to  be to  focus  on the
          specialized  critical care,  operating  room, and  alternate
          care sites.  

               The  sale  of  the  Company's TRACH  CARE  products  is
          somewhat  seasonal,  in that  sales  are  better during  the
          winter  months   when  there  is  a   greater  incidence  of
          respiratory illness.  Other product sales are not subject to
          seasonal differences.  

               INDUSTRY SEGMENTS

               All products of  the Company  are deemed to  be of  the
          same class and are sold in the same industry segment.

               RAW MATERIALS

               The Company  does not face any  serious supply shortage
          with respect to raw materials used in the manufacture of its
          products.   Many of the Company's  products are manufactured
          from  various resins  and plastics.   The  Company purchases
          resins  and plastics  from  a number  of different  vendors.
          Resin availability is adequate for our needs. 

               The Company's  Chlorhexidinegluconate ("CHG") solutions
          used in  its  FOAM  CARE products  are  purchased  from  two
          different suppliers.  The 4% CHG is currently purchased from
          Xttrium  Laboratories, Inc.,  and  the 2%  CHG is  currently
          purchased from Huntington  Laboratories, Inc.   The  Company
          has written  supply contracts  with Xttrium and  Huntington.
          However,  there can be no assurance that the Company will be
          able to continue to have access  to sufficient quantities of
          these CHG materials.  CHG is heavily regulated by the FDA.  

               The  Company purchases  significant  amounts  of  paper
          products  and  tubing,  along  with a  number  of  different
          chemicals  used  in  the  manufacture  of  other  hand  wash
          solutions sold as  part of the  Company's FOAM CARE  product
          line.  There are many different suppliers of such chemicals,
          tubing,  and paper  products.   Occasionally,  paper product
          companies are in short supply, but  the Company has adjusted
          lead times and made  other adjustments so that this  has not
          presented a problem.

               The Company also purchases different types  of silicone
          materials  from  various  suppliers.    Depending  upon  the
          specific type of silicone  involved, there are anywhere from
          a  few to many sources.  Some manufacturers have scaled back
          their supply  of silicone  materials which are  implanted or
          placed  in the human body for more than thirty days, in part
          because  of  legal   problems  surrounding  silicone  breast
          implants.    So far,  the Company  has  not had  any serious
          difficulty obtaining needed silicone materials.

               There are  many potential sources of  balloon materials
          used by  the Company in MIC's enteral  feeding product line,
          although MIC currently  purchases substantially all of  such
          balloons from one  source.  There are  also multiple vendors
          of needles and  syringes needed for  PMP products, and  foam
          needed for PEPCO products.

               PATENTS

               The Company  owns numerous patents with  respect to its  
          products  and   feels  that  these  patents   are  extremely
          important to the Company's ability to compete effectively in
          the market place.

               1.  TRACH CARE

               The Company owns  19 U.S. patents  with respect to  its
          TRACH  CARE family  of products.   The  expiration dates  on
          these patents  range from  February, 2003 to  January, 2011.
          The  Company  also  has  several U.S.  and  foreign  patents
          pending covering various TRACH CARE improvements.

               2.  MIC 

               The MIC  family of  products (including  products added
          from  the   April,  1996   acquisition  of  the   assets  of
          Endovations, Inc.) are protected by 26 U.S. patents owned by
          the Company, along with various  foreign patents.  The  U.S.
          patents  expire  between January,  1999 and  November, 2014.
          The Company  also has other U.S. and foreign patents pending
          on  MIC products,  and  is a  licensee  of certain  patented
          technology under license agreements.

               3.  FOAM CARE

               The Company's  FOAM CARE  products are protected  by 10
          U.S. patents either owned or licensed by  the Company, along
          with  a number  of  foreign  patents.   The  Company's  U.S.
          patents expire  between January, 1997 and August, 2011.  The
          Company  also has  other U.S.  and foreign  patents pending,
          covering its FOAM CARE technology.

               4.  EASI-LAV

               The Company  owns 5  U.S. patents  with respect  to its
          EASI-LAV products, with expiration  dates ranging from June,
          2006 to July,  2011.  There are also other  pending U.S. and
          foreign patents.

          TRADEMARKS

               1.  BALLARD TRADEMARKS

               Although  patents  and  registered  trademarks  do  not
          provide guaranteed  protection,  the Company  believes  that
          they are important to its competitive position in the health
          care marketplace.  The Company's rights in a given trademark
          should last  indefinitely, so long as  the Company continues
          to use the mark to identify the particular product involved.
          Ballard  owns numerous  trademarks, including  the following
          which  have been registered in the U.S. Patent and Trademark
          Office:

               REGISTRATION   REGISTRATION        REGISTERED  
               NUMBER         DATE                TRADEMARK

               1,274,743      April 24, 1984      QUIK-PREP
               1,277,803      May 15, 1984        LAC-TOL
               1,286,773      July 24, 1984       XYLO-TOL
               1,325,596      March 19, 1985      FOAM CARE DOUBLE SCRUB 
               1,328,357      April 2, 1985       DOUBLE SCRUB
               1,328,358      April 2, 1985       TRACH CARE
               1,330,753      April 16, 1985      ENDO-GUARD (with design)
               1,338,744      June 4, 1985        BALLARD MEDICAL PRODUCTS
               1,358,803      September 10, 1985  FOAM CARE 
                                                  (Blown up letters)
               1,358,802      September 10, 1985  FOAM CARE
               1,403,724      August 5, 1986      ENDOCAINE
               1,491,006      June 7, 1988        SAFETY SHIELD KIT
               1,500,402      August 16, 1988     READY CARE
               1,509,875      October 25, 1988    DENTASWAB
               1,569,479      December 5, 1989    SAFETY DRAIN
               1,608,110      July 31, 1990       TRACH CARE WET PAK
               1,639,354      March 26, 1991      JAW-BLOCKER
               1,655,483      September 3, 1991   EASI-LAV
               1,662,948      October 29, 1991    PEPCO
               1,690,024      June 2, 1992        ENDO-GUARD
               1,753,765      February 23, 1993   BALLARD EASI-LAV
               1,757,543      March 9, 1993       DENTASWAB POLY-PLUS
               1,793,553      September 21, 1993  BAL Cath
               1,797,703      October 12, 1993    CODE BLUE EASI-LAV
               1,818,717      February 1, 1994    CHAR-FLO
               1,837,691      May 31, 1994        FLASH FOAM
               1,840,243      June 21, 1994       FOAM CARE
               1,970,481      April 23, 1996      MIST ASSIST
               1,987,599      July 16, 1996       TRACH CARE MAC

               2.  MIC TRADEMARKS

               MIC has  registered the  following trademarks  with the
          United States  Patent and  Trademark Office, in  addition to
          others pending:

               REGISTRATION   REGISTRATION        REGISTERED
               NUMBER         DATE                TRADEMARK

               1,414,121      October 21, 1986    MIC (with Snake)
               1,512,575      November 15, 1988   SECUR-LOK
               1,548,136      July 18, 1989       MEDICAL INNOVATIONS
                                                  CORPORATION
               1,607,979      July 31, 1990       ENDOVATIONS
               1,713,379      September 8, 1992   MIC-KEY
               1,746,978      January 19, 1993    SHUR-FORM
               1,853,026      September 6, 1994   CAN-OPT
               1,897,441      June 6, 1995        WE MAKE LIFE A LITTLE EASIER
               1,912,396      August 15, 1995     THERMAL OPTION
               2,004,268      October 1, 1996     LARIAT  

               The   Company   also   maintains    foreign   trademark
          registrations  in various  foreign  countries and  has other
          trademark registrations pending.

               MANUFACTURING BACKLOG

               Generally, all sales of  product by the Company include
          terms  requiring payment  within  thirty days.   Product  is
          typically  not allowed  to be  returned unless  defective or
          shipped in error.  As of November  20, 1996, the Company had
          back orders (believed to be firm) of approximately $159,155,
          in contrast to approximately $103,335  in back orders at the
          same  time in 1995.  Back orders are generally filled within
          ten days.  Most of these back orders are custom kits.

               COMPETITION

               Each  of  the  Company's  products  competes  in  major
          markets  within the  health  care  industry.   Many  of  the
          Company's competitors are larger and more established in the
          market  place than  the Company,  and many  competitors have
          larger  research staffs,  facilities, and  marketing forces.
          However, the  aggressive marketing and  unique qualities  of
          the Company's product lines continue to be well received and
          are  helping  the  Company  maintain,  and  in  some  cases,
          increase its  portion of the  market.  The  Company's market
          share  and competition vary  from product  to product.   The
          Company estimates  there  are approximately  ten to  fifteen
          competing companies  for its FOAM CARE products and three or
          four  competitors for  its TRACH  CARE products.   Depending
          upon the specific product  line, there are anywhere  from no
          competitors to  three or four competitors  for MIC products.
          Each year, there are an increasing number of competitors for
          each of these product lines.  

               EMPLOYEES 

               The Company currently has  987 full-time employees, 592
          of whom are hourly production employees.  The total U.S. and
          foreign  sales  force now  numbers 137,  split into  a TRACH
          CARE/EASI-LAV sales force with 59 representatives and a FOAM
          CARE/MIC sales force with  50 representatives.  In addition,
          there are 17 full-time division and national sales managers,
          3 sales trainers, and 7 international sales  representatives
          and 1 director of international sales.  

               MANUFACTURING AND WORKING CAPITAL

               All  of  Ballard's  products  are  assembled, and  many
          component parts are manufactured, at the Company's premises,
          located in Draper, Utah  and Pocatello, Idaho, where Ballard
          has complete  facilities for the design  and construction of
          the Company's own  tooling, prototype molds,  and production
          molds.   MIC's products  are manufactured  at its  plants in  
          Milpitas and Ventura, California.   The Company uses plastic
          injection molding and assembly techniques in the manufacture
          of many of its products.  

               RESEARCH AND DEVELOPMENT

               The Company  maintains  a staff  of  design  engineers,
          project  managers,   and  other  employees   for  continuing
          research and development of products.   We are committed  to
          constantly searching  for new products and  for improvements
          to  existing products,  and we  are committed  to allocating
          sufficient resources  to  meet these  important  objectives.
          The following table sets  forth the amounts expended  by the
          Company  in  the  last   three  fiscal  years  for  Company-
          sponsored, in-house research and development activities:

                                        9/30/96      9/30/95     9/30/94
           Company-sponsored 
           in-house research and
           development expenses      $2,903,805   $2,177,117  $1,638,475

          ITEM 2.  PROPERTIES

               Information  required  by  this  item  is  incorporated
          herein by reference  from the Company's  Annual Report.   In
          addition, the following information is provided:

               The   Company  owns  a  276,000  square-foot  plant  on
          approximately  twenty acres  of  land in  Draper, Salt  Lake
          County, Utah.   The  Draper plant has  housed our  executive
          offices  since March, 1991.   Through BREH, the Company also
          owns approximately  one hundred acres of  ground surrounding
          the original twenty acres.  

               The Company  is presently planning to  build a finished
          goods  warehouse  addition, to  be  constructed  adjacent to
          (west of) our Draper,  Utah facility.  It is  estimated that
          this addition  will be completed  by September,  1997, at  a
          total construction cost of approximately $6,000,000.

               MIC's Milpitas, California plant  (approximately 21,000
          square feet)  is  located  at  McCandless  Technology  Park,
          Milpitas,  California.   The plant is  leased pursuant  to a
          written lease whose term expires in July, 1998.  

               The  first  phase  of the  Company's  Pocatello,  Idaho
          facility  (104,000 square  feet)  was completed  at a  total
          construction  cost  of  approximately  $7,200,000.    It  is
          estimated that building out the interior of this first phase
          will cost an  additional $800,000 and that  the second phase
          of the Pocatello plant  (approximately 103,000 square  feet)
          will cost approximately $5,200,000.  It is further estimated  
          that moving the Company's Milpitas, California operations to
          Pocatello  will cost  approximately  $800,000.   The  second
          phase  of  the  Pocatello   plant  should  be  completed  by
          September, 1997.

               We  estimate,  given  the  current  product  mix  being
          manufactured in Pocatello, the  existing plant has a current
          single-shift volume of approximately  $13 millon.  After the
          MIC operations are relocated  to Pocatello, we estimate that
          the  plant will  then have a  capacity of  approximately $30
          million to $40 millon.

               In  March, 1996,  the Company  purchased  (through MIC)
          approximately 6.5 acres of land in Fremont, California, then
          intending to  construct a  new MIC facility.   Subsequently,
          management decided to move  the MIC operations to Pocatello.
          The  Fremont land  was purchased  at a  price of  $2,158,456
          (approximately  $7.60 per square foot).  Management believes
          that  the land  has  continued  to  appreciate in  a  strong
          Alameda County real estate market.  The land has been listed
          by the Company for resale at $9.75 per square foot.

               In  August,  1996,  the  Company  acquired,  indirectly
          through  a Canadian subsidiary, a small building (on 2 acres
          of  land)  in  Thorold, Canada,  at  a  total  cost of  U.S.
          $886,069.  This real estate purchase was made in conjunction
          with the acquisition of PMP.

          ITEM 3.  LEGAL PROCEEDINGS

               GUARDIANSHIP OF  CARMEN MARIE SMOOT v.  BALLARD MEDICAL
          PRODUCTS, ET AL. - This case  was settled out of court on or
          about November 1,  1996.   Ballard has been  dismissed as  a
          defendant.

               LINDA MADSEN v. BALLARD  MEDICAL PRODUCTS - This matter
          was also settled  and dismissed by  means of a  Confidential
          Settlement  Agreement  and  General Release  of  All  Claims
          (signed by all parties) on or about November 1, 1996.

               At present, the  Company is  not a party  to any  other
          legal proceeding that management is aware of.

          ITEM 4.   SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY
                    HOLDERS

               During  the fourth  quarter  of the  fiscal year  ended
          September 30, 1996, no  matters were submitted to a  vote of
          shareholders.

                                  RISK FACTORS

               The Company  is an FDA regulated  business operating in
          the  rapidly changing health  care industry.   From  time to  
          time  the Company  may  report, through  its press  releases
          and/or   SEC  filings,   certain   matters  that   would  be
          characterized as forward-looking statements that are subject
          to risks  and uncertainties that could  cause actual results
          to  differ materially from those projected.   Such risks and
          uncertainties may include, among other things, the following
          items.  Certain  of these risks and uncertainties are beyond
          management's control.

               COMPETITION.     The   medical   device   industry   is
          characterized by  rapidly evolving technology  and increased
          competition.  There are a number of companies that currently
          offer, or are  in the process  of developing, products  that
          compete with products offered by the Company.  Some of these
          competitors  have  substantially greater  capital resources,
          research  and  development  staffs  and  experience  in  the
          medical   device  industry,   including   with  respect   to
          regulatory compliance in the development,  manufacturing and
          sale  of medical  products similar to  those offered  by the
          Company.    These  competitors  may  succeed  in  developing
          technologies and products that are more effective than those
          currently  used  or produced  by the  Company or  that would
          render  some products  offered  by the  Company obsolete  or
          noncompetitive.   Competition based on price  is becoming an
          increasingly   important   factor  in   customer  purchasing
          patterns as a  result of cost containment  pressures on, and
          consolidation   in,  the   health  care   industry.     Such
          competition has exerted, and is likely to continue to exert,
          downward  pressure on  the  prices the  Company  is able  to
          charge for  its products.   The Company  may not be  able to
          offset  such downward  price pressure  through corresponding
          cost reductions.  Any failure to offset such  pressure could
          have  an   adverse  impact  on  the   business,  results  of
          operations or financial condition of the Company. 

               INTELLECTUAL PROPERTY  RIGHTS.  From time  to time, the
          Company has received, and in the future may receive, notices
          of  claims  with respect  to  possible  infringement of  the
          intellectual   property  rights  of  others  or  notices  of
          challenges  to its  intellectual property  rights.   In some
          instances such notices  have given  rise to, or  may in  the
          future give  rise to, litigation.   Any litigation involving
          the  intellectual  property rights  of  the  Company may  be
          resolved  by   means  of  a  negotiated   settlement  or  by
          contesting the  claim through  the judicial process.   There
          can be no assurance that the business, results of operations
          or the financial condition of the Company will not suffer an
          adverse impact  as a result of  intellectual property claims
          that may be  commenced against  the Company  in the  future.
          The Company owns certain patents and proprietary information
          acquired   while   developing   its   products   or  through
          acquisitions,  and the  Company is  the licensee  of certain
          other   technology.    As  patents  expire,  more  competing
          products  may  be released  into  the  marketplace by  other  
          companies.   The  ability  of  the  Company to  continue  to
          compete effectively with other medical device companies  may
          be materially dependent upon  the protection afforded by its
          patents  and  the  confidentiality  of  certain  proprietary
          information.  There can be no assurance that patents will be
          issued  for  products  and  product   improvements  recently
          released into  the  marketplace or  for  products  presently
          being developed.

               MANAGED   CARE   AND   OTHER   HEALTH   CARE   PROVIDER
          ORGANIZATIONS.  Managed care  and other health care provider
          organizations  have  grown  substantially  in terms  of  the
          percentage  of  the population  in  the  United States  that
          receives medical benefits through such organizations  and in
          terms of the  influence and  control that they  are able  to
          exert over an  increasingly large portion of the health care
          industry.  These organizations are continuing to consolidate
          and grow,  increasing the ability of  these organizations to
          influence the practices and pricing involved in the purchase
          of  medical  devices, including  the  products  sold by  the
          Company.

               HEALTH CARE  REFORM/PRICING PRESSURE.   The health care
          industry  in the United  States is experiencing  a period of
          extensive change.   Health  care reform proposals  have been
          formulated by  the current administration and  by members of
          Congress.    In  addition,  state  legislatures periodically
          consider various  health  care reform  proposals.   Federal,
          state  and local  government  representatives  will, in  all
          likelihood, continue to review and assess alternative health
          care delivery systems and payment methodologies, and ongoing
          public  debate  of  these  issues  can  be  expected.   Cost
          containment  initiatives,  market  pressures   and  proposed
          changes  in  applicable  laws  and regulations  may  have  a
          dramatic effect  on pricing or potential  demand for medical
          devices, the  relative costs associated with  doing business
          and  the  amount of  reimbursement  by  both government  and
          third-party  payors.     In  particular,  the   industry  is
          experiencing  market-driven reforms  from forces  within the
          industry that are exerting pressure on health care companies
          to reduce  health care  costs.  These  market-driven reforms
          are   resulting  in  industry-wide   consolidation  that  is
          expected to  increase the  downward pressure on  health care
          product margins,  as larger buyer and  supplier groups exert
          pricing pressure  on providers of medical  devices and other
          health care  products.   Both short-term and  long-term cost
          containment  pressures,  as  well  as   the  possibility  of
          regulatory  reform,  may  have  an  adverse  impact  on  the
          Company's results  of  operations.   The Company's  products
          consist  primarily  of  disposable medical  devices.    Cost
          containment   pressures  on   hospitals  are   leading  some
          facilities  to use  certain disposable  devices longer  than
          they  have been used in the past, even longer than permitted
          by  product labelling.   This phenomenon  could result  in a  
          reduction in Company sales, because extended use means fewer
          unit purchases.

               GOVERNMENT  REGULATION.   There  has  been  a trend  in
          recent  years, both  in  the United  States and  outside the
          United  States,  toward  more stringent  regulation  of, and
          enforcement  of requirements  applicable to,  medical device
          manufacturers.    The  continuing trend  of  more  stringent
          regulatory  oversight in  product clearance  and enforcement
          activities   has  caused  medical  device  manufacturers  to
          experience longer approval cycles, more uncertainty, greater
          risk and greater expense.  At the present time, there are no
          meaningful indications  that this trend will be discontinued
          in  the near-term  or  the long-term  either  in the  United
          States  or abroad.  The Company expects to continue to incur
          additional  operating expenses  associated with  its ongoing
          regulatory  compliance  program,  but the  amount  of  these
          incremental  costs cannot  be completely predicted  and will
          depend upon  a variety of factors,  including future changes
          in  statutes   and  regulations  governing   medical  device
          manufacturers.    There  can   be  no  assurance  that  such
          compliance  requirements and quality assurance programs will
          not  have an  adverse  impact on  the  business, results  of
          operations or financial condition of the Company or that the
          Company will  not experience  problems  associated with  FDA
          regulatory compliance.

               NEW PRODUCT INTRODUCTIONS.  As the existing products of
          the Company become more mature and its existing markets more
          saturated,  the importance  of  developing or  acquiring new
          products  will  increase.    The  development  of  any  such
          products   will  entail   considerable  time   and  expense,
          including research  and development  costs and the  time and
          expense required to  obtain necessary regulatory  approvals,
          which  could  adversely  affect  the  business,  results  of
          operations or financial condition of the Company.  There can
          be no assurance that  such development activities will yield
          products that can be  commercialized profitably, or that any
          product  acquisition  can  be  consummated  on  commercially
          reasonable  terms  or at  all.   Any  failure to  acquire or
          develop  new  products  to supplement  more  mature products
          could have  an adverse  impact on the  business, results  of
          operations or financial condition of the Company.

               TECHNOLOGICAL  CHANGE.    The  medical   technology  as
          utilized by the Company has been subject to rapid  advances.
          While  the Company  feels  that it  currently possesses  the
          technology  necessary   to  carry   on  its  business,   its
          commercial  success will  depend  on its  ability to  remain
          current with  respect to such technological  advances and to
          retain experienced technical personnel.   Furthermore, there
          can be  no assurance that other  technological advances will
          not render  the Company's  technology  and certain  products
          uneconomical or obsolete.  

               PRODUCT LIABILITY  EXPOSURE.  Because its  products are
          intended  to be used in health care settings on patients who
          are physiologically  unstable and  may also be  seriously or
          critically ill, the Company  is exposed to potential product
          liability claims.   From time  to time,  patients using  the
          Company's products  have suffered  serious injury or  death,
          which  has  led  to  product liability  claims  against  the
          Company.  The  Company does  not believe that  any of  these
          claims,  individually  or  in  the aggregate,  will  have  a
          material  adverse   impact  on  its  business,   results  of
          operations or  financial condition.    However, the  Company
          may, in the  future, be subject to  product liability claims
          that could have such an adverse impact.

               The Company  maintains  product liability  coverage  in
          amounts that it deems sufficient for its business.  However,
          there can be no assurance that such coverage will ultimately
          prove to be adequate, or that such coverage will continue to
          remain available on acceptable terms or at all.

               ACQUISITIONS.   In order  to continue  increasing sales
          volume and profits, the Company relies  heavily on a program
          of  acquiring  business and  new  product  lines from  other
          companies.   There is always a significant risk that a given
          acquisition by the  Company will prove to be unsuccessful or
          end  up not  contributing sufficiently  to sales  and profit
          growth   of  the  Company.    There  is  also  a  risk  that
          undiscovered   or  contingent  liabilities  of  an  acquired
          company  could  negatively  impact the  Company's  financial
          position or  even the  acquisition transaction itself.   The
          integration of any businesses that the Company might acquire
          could require substantial  management resources.   There can
          be  no   assurance  that   any  such  integration   will  be
          accomplished without having a short or potentially long-term
          adverse  impact on  the business,  results of  operations or
          financial  condition of  the  Company or  that the  benefits
          expected from any such integration will be fully realized.

               LACK  OF  DIVIDENDS.     Prior  to  January,  1990,  no
          dividends  had been  paid by  the Company  on its  shares of
          Common Stock.  The Company has paid dividends since January,
          1990.   However, there  can be no  assurance that  dividends
          will be paid on shares in the future, particularly since the
          Company prefers  to reserve its  cash and liquid  assets for
          growth and possible business acquisitions.

               UNCERTAINTY  OF FINANCIAL  RESULTS  AND CAPITAL  NEEDS.
          There  may be  substantial  fluctuations  in  the  Company's
          results of operations because of the timing and recording of
          revenues and market acceptance of existing Company products.
          The ability of  the Company to expand its  manufacturing and
          marketing operations cannot be predicted with certainty.  If
          revenues do not continue to increase as rapidly as they have
          in  the past few  years, or if  manufacturing, marketing, or  
          research and development are  not successful or require more
          money  than is  anticipated, the  Company may have  to scale
          back  product marketing, development  and production efforts
          and attempt to obtain  external financing.  There can  be no
          assurance that  the Company would  be able to  obtain timely
          external  financing in  the  amounts required  or that  such
          financing, if  available, would be on  terms advantageous to
          the Company. 

               SUPPLY  OF RAW  MATERIALS.   Certain  of the  Company's
          products are  dependent upon  raw materials for  which there
          are single  or few sources.  So far, the Company has not had
          any  serious  problems   obtaining  needed  raw   materials.
          However,  there can be no assurance that the Company will be
          able  to continue to  depend on existing  sources of certain
          materials. 

               IMPACT OF CURRENCY FLUCTUATIONS; IMPORTANCE  OF FOREIGN
          SALES.  Because sales of products by the Company outside the
          United States typically are denominated in local currencies,
          the results  of operations  of the  Company are  expected to
          continue to be affected by changes in exchange rates between
          certain  foreign currencies  and  the United  States Dollar.
          There  can  be  no  assurance  that  the  Company  will  not
          experience currency fluctuation  effects in future  periods,
          which could have an adverse  impact on its business, results
          of  operation or  financial condition.   The  operations and
          financial results  of the Company also  may be significantly
          affected by  other international factors,  including changes
          in   governmental   regulations   or   import   and   export
          restrictions,  and foreign economic and political conditions
          generally.

               POSSIBLE VOLATILITY  OF STOCK PRICE.   The market price
          of  the Company's stock is,  and is expected  to continue to
          be,  subject  to  significant fluctuations  in  response  to
          variations  in quarterly  operating  results, trends  in the
          health  care  industry in  general  and  the medical  device
          industry in particular, and certain other factors beyond the
          control  of   the  Company.    In   addition,  broad  market
          fluctuations,  as well  as  general  economic  or  political
          conditions and initiatives, may adversely impact  the market
          price of  the Company's  stock, regardless of  the Company's
          operating performance.

                                     PART II

          ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY  AND RELATED
                    STOCKHOLDER MATTERS

               The information required by  Item 5 of this Part  II is
          incorporated herein  by reference from the  Company's Annual
          Report.  

          ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA

               The information required by  Item 6 of this Part  II is
          incorporated by reference from the Company's Annual Report.

          ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS  OF FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS

               The information required by  Item 7 of this Part  II is
          incorporated herein  by reference from the  Company's Annual
          Report.

          ITEM 8.   CONSOLIDATED     FINANCIAL     STATEMENTS      AND
                    SUPPLEMENTARY DATA

               The  Company's  consolidated   balance  sheets  as   of
          September  30, 1996  and 1995  and the  related consolidated
          statements  of  operations,  stockholders'  equity  and cash
          flows  for each  of  the three  years  in the  period  ended
          September 30, 1996 are incorporated herein by reference from
          the Company's Annual Report.

          ITEM 9.   CHANGES IN  AND DISAGREEMENTS WITH  ACCOUNTANTS ON
                    ACCOUNTING AND FINANCIAL DISCLOSURE

               There are no disagreements on  accounting and financial
          disclosure to be disclosed under this Item 9.

                                    PART III

          ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

               DIRECTORS

               The  information   required  by  Item  10   related  to
          Directors of the Company is incorporated herein by reference
          from the Proxy Statement.

               EXECUTIVE OFFICERS

               The   President,   Executive   Vice   President,   Vice
          Presidents,  Secretary,  Treasurer, and  General  Counsel of
          Ballard Medical Products are elected annually at the regular
          meeting  of  the Board  of  Directors  following the  Annual
          Meeting of  Shareholders and serve at the  discretion of the
          Board   of  Directors.      There  is   no  arrangement   or
          understanding between  any executive  officer and any  other
          person  pursuant to which he was or  is to be selected as an
          officer.  The business background for at least the past five
          years of each executive officer is as follows:

          NAME AND AGE                  BACKGROUND  

          Dale H. Ballard (73)          President,   Chief   Executive
                                        Officer, Chairman of the Board
                                        (1)

          Harold R. ("Butch")           Executive Vice President,
          Wolcott (50)                  General Manager (2)

          E. Martin Chamberlain (56)    Director,  Vice  President  of
                                        Regulatory  Affairs, Secretary
                                        (3)

          Bradford D. Bell (47)         Vice  President  of Sales  and
                                        Marketing (4)

          Kenneth R. Sorenson (53)      Treasurer     and    Principal
                                        Financial Officer (5)

          Paul W. Hess (42)             Director, General Counsel (6)

          (1)  See Proxy Statement, p. 16.

          (2)  Mr. Wolcott was appointed by the  Board of Directors as
               Executive Vice President of Ballard in June, 1994.   He
               was  hired  by  the   Company  as  General  Manager  in
               December,  1992.   Prior  to  joining  Ballard, he  was
               employed by Pilot  Cardiovascular Systems, Inc. in  San
               Clemente, California, from April, 1991  until December,
               1992, where  he worked  initially as Vice  President of
               Operations and later as  Chief Operating Officer.  From
               April,  1990  to  April,  1991,  Mr.  Wolcott  provided
               consulting   services   to   various   medical   device
               companies.   From January, 1987 until  April, 1990, Mr.
               Wolcott  worked for Catheter  Technology Corporation of
               Salt   Lake  City,   Utah,   as   Vice   President   of
               Manufacturing.

          (3)  See Proxy Statement, p. 17.

          (4)  Mr.  Bell was  appointed  Vice President  of Sales  and
               Marketing  on August 1, 1994.  He served as Director of
               Marketing for  Ballard since  October, 1991.   Prior to
               coming  to work for  Ballard, Mr. Bell  worked for Bard
               Access  Systems (formerly named Davol/Cath Tech, Inc.),
               where he served as Director  of Marketing from the fall
               of 1988 until October, 1991.  

          (5)  Mr.  Sorenson joined the Company in July, 1985.  He has
               worked in  the  Company's accounting  department  since
               joining  the  Company.    He became  Treasurer  of  the
               Company in August, 1985.  Mr. Sorenson is a graduate of
               Brigham Young University in Accounting.

          (6)  See Proxy Statement, p. 18.

          ITEMS 11, 12, and 13.  

               The information required by Items 11, 12 and 13 of this
          Part III  is incorporated herein by reference from the Proxy
          Statement.

                                     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 8,
                    1996;

                    Consolidated  Balance Sheets  as of  September 30,
                    1996 and 1995;

                    Consolidated  Statements  of  Operations  for  the
                    Years Ended September 30, 1996, 1995, and 1994;

                    Consolidated  Statements  of Stockholders'  Equity
                    for the Years Ended  September 30, 1996, 1995, and
                    1994;

                    Consolidated  Statements  of  Cash  Flows  for the
                    Years Ended September 30, 1996, 1995 and 1994;

                    Notes to Consolidated Financial Statements.

                    2.   CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

               The following are included in this report:

                    Independent  Auditors'  Report  dated November  8,
                    1996;

                    Supplemental Schedule II - Valuation  Accounts for
                    the Three Years Ended September 30, 1996;

                    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  

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

               (b)  REPORTS ON FORM 8-K

               No  reports on Form  8-K were filed  during the quarter
          ended September 30, 1996.

               (c)  EXHIBITS

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

               (d)  SEPARATE FINANCIAL STATEMENT
                    SCHEDULES

               Not applicable.

                           INDEMNIFICATION UNDERTAKING

               For the purpose of complying with the amendments to the
          rules governing Form S-8 (effective July 13, 1990) under the
          Securities Act  of 1933, the  undersigned registrant  hereby
          undertakes   as   follows,   which   undertaking   shall  be
          incorporated  by  reference  into registrant's  Registration
          Statements on Forms S-8 No.  2-90684 (filed April 24, 1984);
          No.  2-94306 (filed  November 9,  1984); No.  33-0840 (filed
          October 17, 1985); No. 33-17698 (filed October 9, 1987); No.
          33-25628  (filed  November  8, 1988);  No.  33-36851  (filed
          September 17, 1990; No. 33-41720  (filed July 10, 1991); No.
          33-56302  (filed December  24,  1992);  No. 33-73194  (filed
          December 20, 1993); No.  33-57735 (filed February 16, 1995);
          and No. 333-01941 (filed March 25, 1996).   

               Insofar  as  indemnification  for  liabilities  arising
          under  the  Securities  Act  of  1933  may be  permitted  to
          directors,   officers   and  controlling   persons   of  the
          registrant   pursuant  to   the  foregoing   provisions,  or
          otherwise,  the  registrant has  been  advised  that in  the
          opinion  of  the  Securities  and Exchange  Commission  such
          indemnification is against public policy as expressed in the
          Securities  Act  of  1933  (the "Act")  and  is,  therefore,
          unenforceable.      In   the   event  that   a   claim   for
          indemnification  against such  liabilities  (other than  the
          payment  by the registrant of expenses incurred or paid by a
          director, officer or controlling person of the registrant in
          the successful defense of any action, suit or proceeding) is
          asserted by such director,  officer or controlling person in
          connection  with  the   securities  being  registered,   the
          registrant will,  unless in the  opinion of its  counsel the
          matter has been settled  by controlling precedent, submit to
          a  court of  appropriate jurisdiction  the question  whether
          such  indemnification  by it  is  against  public policy  as
          expressed  in  the Act  and will  be  governed by  the final
          adjudication of such issue.  

                                   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:  December 6, 1996       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:  December 6, 1996       By:   Dale H. Ballard
                                              Director

          Date:  December 6, 1996       By:   E.  Martin Chamberlain
                                              Director

          Date:  December 6, 1996       By:   Dale H. Ballard, Jr.
                                              Director

          Date:  December 6, 1996       By:   Paul W. Hess
                                              Director

          Date:  December 6, 1996       By:   Kenneth R. Sorenson
                                              Treasurer (Principal
                                              Accounting Officer)

          INDEPENDENT AUDITORS' REPORT

          To  the  Board  of  Directors and  Stockholders  of  Ballard
          Medical Products:

               We have  audited the consolidated  financial statements
          of Ballard Medical Products and subsidiaries as of September
          30, 1996  and 1995, and for  each of the three  years in the
          period ended  September 30, 1996, and have issued our report
          thereon dated  November 8, 1996; such consolidated financial
          statements  and  report are  included  in  your 1996  Annual
          Report  to  Stockholders  and  are  incorporated  herein  by
          reference.    Our  audits  also  included  the  consolidated
          financial statement schedule of Ballard Medical Products and
          subsidiaries,  listed  in   Item  14.     This  consolidated
          financial statement schedule  is the  responsibility of  the
          Company's management.   Our responsibility is  to express an  
          opinion  based  on  our  audits.    In  our  opinion,   such
          consolidated financial statement  schedule, when  considered
          in relation  to the basic consolidated  financial statements
          taken as a whole, presents fairly  in all material respects,
          the information set forth therein.

                                                 Deloitte & Touche LLP
                                                  Salt Lake City, Utah 
                                                      November 8, 1996

          <TABLE>
          <CAPTION>

          SUPPLEMENTAL SCHEDULE II
          BALLARD MEDICAL PRODUCTS
          VALUATION ACCOUNTS
          FOR THE THREE YEARS IN THE PERIOD 
          ENDED SEPTEMBER 30, 1996

                               BALANCE AT    ADDITION               BALANCE AT
                                BEGINNING          TO   CHARGED TO      END OF
                                  OF YEAR   ALLOWANCE        COSTS        YEAR
          
          <S>                    <C>         <C>         <C>          <C>

           ALLOWANCE FOR
           DOUBTFUL ACCOUNTS:
                1996             $125,000     $57,000         NONE    $182,000

                1995             $200,000        NONE    $(75,000)    $125,000

                1994             $242,747        NONE    $(42,747)    $200,000

           ALLOWANCE FOR
           SALES RETURNS:

                1996             $500,000    $305,000         NONE    $805,000

                1995             $200,000    $300,000         NONE    $500,000

                1994             $122,000    $200,000   $(122,000)    $200,000

           ALLOWANCE FOR
           INVENTORY
           OBSOLESCENCE:

                1996             $130,453    $522,464         NONE    $652,917

                1995                 NONE    $130,453         NONE    $130,453

                1994                 NONE        NONE         NONE        NONE

                            BALLARD MEDICAL PRODUCTS

                                Index to Exhibits  

           EXHIBIT NO. EXHIBIT DESCRIPTION   SEQUENTIALLY NUMBERED PAGE 

            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, 10.1,
                       10.2, 10.3, 10.4,
                       10.5, 10.6, 10.7,
                       10.8, 10.9, and
                       10.10

            9          None

           10.1        Material Contract:    Incorporated herein by
                       1984 Incentive Stock  reference to the
                       Option Plan           Registration Statement on
                                             Form S-8, filed November 9,
                                             1984, Registration No. 2-
                                             94306.

           10.2        Material Contract:    Incorporated herein by
                       1987 Incentive Stock  reference to the
                       Option Plan           Registration Statement on
                                             Form S-8, filed October 9,
                                             1987, Registration No. 33-
                                             17698.  

           10.3        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.

           10.4        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.

           10.5        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.

           10.6        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.

           10.7        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.

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

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

           10.10       Material Contract:    p.
                       1996 Incentive Stock
                       Option Plan

           10.11       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

           10.12       Material Contract:    Incorporated herein by
                       Lease dated           reference to Exhibit 10.19
                       September 8, 1986     to Form 10-K, filed
                       between Medical       December 16, 1993.
                       Innovations
                       Corporation, as
                       Tenant, and
                       McCandless
                       Technology Park,
                       Milpitas, Phase I,
                       as Landlord, with
                       Fourth Amendment

           10.13       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.

           11          Computation of        p.
                       Income Per Common
                       Share and Common
                       Equivalent Share

           12          Not Applicable

           13          Ballard Medical       p.
                       Products 1996 Annual
                       Report for the year
                       ended September 30,
                       1996

           16          Not Applicable

           18          Not Applicable  

           21          Subsidiaries of       p.
                       Ballard Medical
                       Products

           22          Not Applicable

           23          Independent
                       Auditor's Consent     p.

           24          Not Applicable

           25          Not Applicable

           26          Not Applicable

           27          Financial Data        p.
                       Schedule

           28          Not Applicable 

</TABLE>