.
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                   Form 10-Q


Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                                  Act of 1934

For the Quarter ended   September 30, 1997 

Commission File Number  0-19943


                             PROTOCOL SYSTEMS, INC.
------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


            Oregon                                        93-0913130
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   (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                        Identification No.)


      8500 SW Creekside Place, Beaverton, OR                     97008        
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      (Address of principal executive offices)                   (Zip Code)

                                 (503) 526-8500
------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.

                                                        [X] Yes    [  ] No

              Number of shares of common stock outstanding as of
                               November 10, 1997
                  8,923,410 shares, $.01 par value per share
                  ------------------------------------------









<PAGE>2

                             PROTOCOL SYSTEMS, INC.

                              Index to Form 10-Q


PART I  FINANCIAL INFORMATION                                         Page No.
-----------------------------                                         --------

Item 1. Financial Statements
      
        Condensed Consolidated Statements of
        Operations for the three months and nine months
        ended September 30, 1997 and 1996                                3

        Condensed Consolidated Balance Sheets
        as of September 30, 1997 and December 31, 1996                   4

        Consolidated Statements of Cash Flows for
        the nine months ended September 30, 1997 and 1996                5

        Notes to Condensed Consolidated Financial
        Statements                                                      6-7

Item 2. Management's Discussion and Analysis of
        Financial Condition and Results of Operations                   8-11


PART II  OTHER INFORMATION
--------------------------

Item 2. Changes in Securities                                            12

Item 4. Submission of Matters to a Vote of Security Holders              12

Item 6. Exhibits and Reports on Form 8-K                                 12


SIGNATURES                                                               13
----------
















<PAGE>3
<TABLE>
                                    PROTOCOL SYSTEMS, INC.
                        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                            (in thousands except per share amounts)
                                          (unaudited)



                          Three months ended Sept. 30,   Nine months ended Sept. 30, 
                                  1997       1996              1997        1996 
                                -------    -------           -------     -------
<S>                             <C>        <C>               <C>         <C>
Sales                           $17,158    $16,193           $46,460     $49,529           
Cost of sales                     8,095      7,239            22,824      22,001  
                                -------    -------           -------     -------  
    Gross profit                  9,063      8,954            23,636      27,528      

Operating expenses:
  Research and development
   expenses                       2,244      2,235             6,408       6,726        
  Selling, general and
   administrative expenses        5,292      5,073            15,158      15,312
  Acquisition related charges        -       2,097                -        2,097
  Litigation settlement charges      -         275                -          275
                                -------    -------           -------     -------
    Total operating expenses      7,536      9,680            21,566      24,410
                                -------    -------           -------     -------  
    Income (loss) from 
     operations                   1,527       (726)            2,070       3,118    

Other income                        291        257               803         761  
                                -------    -------           -------     -------
    Income (loss) before 
     income taxes                 1,818       (469)            2,873       3,879  

Provision for income taxes          441        441               747       1,646 
                                -------    -------           -------     -------
    Net Income (loss)           $ 1,377    $  (910)          $ 2,126     $ 2,233 
                                =======    =======           =======     =======

    Net income (loss) per 
     common and common 
     equivalent share           $  0.15    $ (0.10)          $  0.23     $  0.24      
                                =======    =======           =======     =======

    Weighted average number
     of common and common 
     equivalent shares
     outstanding                  9,431      9,433             9,323       9,410   



See accompanying notes to condensed consolidated financial statements

</TABLE>
<PAGE>4
<TABLE>
                             PROTOCOL SYSTEMS, INC.
                          CONSOLIDATED BALANCE SHEETS
                                (in thousands)
                                 (unaudited)
                                                          September 30,    December 31,
                                                              1997             1996
                                                             -------          -------
<S>                                                          <C>              <C>
ASSETS
Current assets:
  Cash and cash equivalents                                  $12,206           $6,903
  Short-term investments                                       6,010           14,787
  Accounts receivable - net                                   15,569           15,456
  Inventories                                                 13,284           12,416
  Deferred taxes                                               1,224            1,320
  Prepaid expenses and other                                     219              166
                                                             -------          -------
        Total current assets                                  48,512           51,048


Long-term investments                                          6,833            1,013
Property and equipment - net                                   4,555            4,478
Other assets                                                   2,263            2,506
                                                             -------          -------
                                                             $62,163          $59,045
                                                             =======          =======

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                            $2,667           $2,480
  Accrued salaries, wages and related
     liabilities                                               2,356            2,514
  Other accrued liabilities                                      518              739
  Income taxes payable                                           762              405
  Reserve for warranties                                         988              985
  Deferred revenue and customer deposits                         105              142
                                                             -------          -------
    Total current liabilities                                  7,396            7,265


Deferred taxes                                                   440              471
Shareholders' equity:
  Common Stock, $.01 par value.  Authorized 30,000
    shares; issued and outstanding 8,907 at 1997 
    and 8,744 at 1996                                             89               87
  Additional paid-in capital                                  35,341           34,363
  Unrealized holding gain on investments                          32               32
  Retained earnings                                           18,847           16,721
  Foreign currency translation adjustment                         18              106
                                                             -------          -------
        Total shareholders' equity                            54,327           51,309
                                                             -------          -------
                                                             $62,163          $59,045 
                                                             =======          =======

See accompanying notes to condensed consolidated financial statements




</TABLE>
<PAGE>5
<TABLE>        
                                    PROTOCOL SYSTEMS, INC.
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                       (in thousands)
                                        (unaudited)

                                                        Nine months ended September 30,
                                                              1997         1996
                                                             ------       ------
<S>                                                         <C>          <C>
Cash flows from operating activities:
 Net income                                                 $ 2,126      $ 2,233

 Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation and amortization                              1,813        1,595
   Amortization of bond premium                                 267          293
   Provision for deferred taxes                                  (9)        (147)
   Increase (decrease) in cash resulting from
    changes in:
     Accounts receivable                                       (129)       2,263
     Inventories                                               (879)      (2,371)
     Prepaid expenses and other assets                          (11)         124
     Accounts payable and accrued liabilities                   (22)       1,009
     Income taxes payable                                       358         (929)
     Reserve for warranties                                       3          (12)
     Deferred revenue and customer deposits                     (37)           9
                                                            -------      -------
        Net cash provided by operating activities             3,480        4,067

Cash flows from investing activities:
  Purchase of investments                                   (12,024)      (9,674)
  Proceeds from maturity of investments                      14,715       12,534
  Acquisition of property and equipment                      (1,722)      (1,915)
  Acquisition of intangible assets                              (10)        (200)
  Expenditures for software development                          -           (80)
                                                            -------      -------
        Net cash provided by investing activities               959          665

Cash flows from financing activities:
  Proceeds from exercise of stock options
   and stock purchase plans and related tax benefits            888        1,111
  Repurchase of common stock                                     -        (1,042)
  Payments of long-term debt                                     -        (1,882)
                                                            -------      -------
        Net cash provided by financing activities               888       (1,813)
                                                            -------      -------

Effect of exchange rates on cash and cash equivalents           (24)           4
                                                            -------      -------

        Net increase in cash and cash equivalents             5,303        2,923

Cash and cash equivalents at beginning of period              6,903        3,974
                                                            -------      -------
Cash and cash equivalents at end of period                  $12,206      $ 6,897
                                                            =======      =======
Supplemental disclosure of cash flow information:
  Cash paid for interest                                    $    -       $   119

  Cash paid for income taxes                                $   295      $ 2,323

Supplemental schedule of noncash transactions:
  Increase in investment in Protocol Medical Systems Ltd.
   due to release of compensatory shares of common 
   stock from escrow                                        $    91      $    91

       See accompanying notes to condensed consolidated financial statements
</TABLE>

<PAGE>6

                            PROTOCOL SYSTEMS, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements have been 
prepared by the Company without audit and in conformity with generally 
accepted accounting principles for interim financial information.  
Accordingly, certain financial information and footnotes have been omitted or 
condensed.  In the opinion of management, the condensed consolidated financial 
statements include all necessary adjustments (which are of a normal and 
recurring nature) for the fair presentation of the results of the interim 
periods presented.  These financial statements should be read in conjunction 
with the Company's audited consolidated financial statements for the year 
ended December 31, 1996.  The results of operations for the interim period 
shown in this report are not necessarily indicative of results for any future 
interim period or the entire fiscal year.


INVENTORIES

Inventories are valued at the lower of cost or market with cost determined on 
the first-in, first-out basis (FIFO). The components of inventories are as 
follows:

                                              September 30,   December 31,
(in thousands)                                   1997            1996
-------------------------------------------------------------------------
Raw materials                                  $ 4,929         $ 4,921
Work in process                                  2,655           2,307
Finished goods                                   3,883           3,396
Demonstration instruments                        1,817           1,792
                                               -------          ------
   Total inventories                           $13,284         $12,416
                                               =======          ======


PROPERTY AND EQUIPMENT

Property and equipment is stated at cost and includes the following: 

                                            September 30,     December 31,
(in thousands)                                   1997            1996
-------------------------------------------------------------------------
Equipment                                      $11,364         $10,180
Furniture and fixtures                           1,739           1,419
Leasehold improvements                             670             654
                                                ------          ------
                                                13,773          12,253
Less accumulated depreciation and amortization   9,218           7,775
                                                ------          ------
   Property and equipment - net                $ 4,555         $ 4,478
                                                ======          ======



<PAGE>7

INCOME TAXES

The provision for income taxes has been recorded based on the current estimate 
of the Company's annual effective tax rate.  This rate differs from the 
Federal statutory rate primarily because of the provision for state income 
taxes, the benefit of the Company's foreign sales corporation, the utilization 
of research and experimentation tax credits and tax-exempt interest income 
earned on investments.  See Management's Discussion and Analysis of Financial 
Condition and Results of Operations for further discussion of income taxes.


NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE

Net income per common and common equivalent share is computed using the 
weighted average number of common and dilutive common equivalent shares 
assumed to be outstanding during the period.  Common equivalent shares consist 
of options to purchase common stock.


NEW ACCOUNTING PRONOUNCEMENTS

In February 1997, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per 
Share." SFAS 128 establishes a different method of computing net income per 
share than is currently required under the provisions of Accounting Principles 
Board Opinion No. 15. Under SFAS No. 128, the Company will be required to 
present both basic net income per share and diluted net income per share. 
Basic net income per share is expected to be comparable or slightly higher 
than the currently presented net income per share as the effect of dilutive 
stock options will not be considered in computing basic net income per share.  
Diluted net income per share is expected to be comparable to the currently 
presented net income per share. 

The Company plans to adopt SFAS 128 in its quarter ending December 31, 1997 
and at that time all historical net income per share data presented 
will be restated to conform to the provisions of SFAS No. 128.

In June 1997, the Financial Accounting Standards Board issued SFAS No. 130, 
Reporting Comprehensive Income.  The Statement establishes standards for the 
reporting and display of comprehensive income and its components.  The 
Statement requires that all items that are income be reported in a financial 
statement that is displayed with the same prominence as other financial 
statements. The Statement is effective for financial statements for fiscal 
years beginning after December 15, 1997.  The Statement was only recently 
issued, and the Company has not yet determined the impact of adoption on its 
disclosure requirements.

In June 1997, the Financial Accounting Standards Board issued SFAS No. 131, 
Disclosures about Segments of an Enterprise and Related Information.  The 
Statement changes the way public companies report segment information in 
annual financial statements and also requires those companies to report 
selected segment information in interim financial reports to shareholders.  
The Statement is effective for financial statements for fiscal years beginning 
after December 15, 1997. The Statement was only recently issued, and the 
Company has not yet determined the impact of adoption on its disclosure 
requirements.



<PAGE>8

MANAGEMENT'S DISCUSSION AND ANALYSIS

LIQUIDITY AND CAPITAL RESOURCES

The Company maintained its strong financial position as of September 30, 1997 
with working capital balances of $41.1 million and a current ratio of 6.6:1 as 
compared to working capital of $43.8 million and a current ratio of 7.0:1 at 
December 31, 1996.  Cash flow from operating activities for the first nine 
months of 1997 was $3.5 million as compared to cash flow from operating 
activities of $4.1 million for the first nine months of 1996.  Management 
believes that current cash and investment balances and future cash flows from 
operations will be sufficient to meet the Company's liquidity and capital 
needs for the foreseeable future.

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis and other sections of this Quarterly 
Report contain forward-looking statements within the meaning of the Securities 
Litigation Reform Act of 1995 that are based on current expectations, 
estimates and projections about the Company's business, management's beliefs 
and assumptions made by management.  Words such as "expects," "anticipates," 
"intends," "plans," "believes," "seeks," "estimates" and variations of such 
words and similar expressions are intended to identify such forward-looking 
statements.  These statements are not guarantees of future performance and 
involve certain risks, uncertainties and assumptions that are difficult to 
predict.  Therefore, actual outcomes and results may differ materially from 
what is expressed or forecasted in such forward-looking statements due to 
numerous factors, including, but not limited to those discussed in this 
Quarterly Report and from time to time in the Company's other Securities and 
Exchange Commission filings and reports.  In addition, such statements could 
be affected by general industry and market conditions and growth rates, and 
general domestic and international economic conditions.

RESULTS OF OPERATIONS

Third Quarter 1997 vs. Third Quarter 1996
-------------------------------------------

Sales.  Sales for the third quarter of 1997 increased 6.0% to $17.2 million 
from $16.2 million for the third quarter of 1996.  Acuity system sales 
increased by $1.2 million or 221.3% as a result of an increase in the number 
of systems sold as well as higher average selling prices due to an increase in 
the size and scale of individual system sales.  Additionally, sales of the 
QuikSigns spot-check monitor, accessories, service and Pryon's CO2 monitoring 
products increased by a total of $1.4 million or 39.3% from the prior year's 
third quarter. Instrument sales (including the Propaq and Propaq Encore 
monitors and monitor options) decreased $1.5 million or 12.7% from the prior 
year's third quarter.  The decline in instrument sales resulted primarily from 
decreased unit sales of Propaq monitors and monitor options.  Although overall 
sales of instruments decreased, both unit sales and average selling prices of 
the Propaq Encore monitor increased from the prior year's third quarter.  

Domestic sales increased 27.1% to $11.7 million (68.2% of total sales) in the 
third quarter of 1997 from $9.2 million (56.8% of total sales) in the third 
quarter of 1996.  The Company attributes this increase primarily to an 
increase in Acuity system sales as well as Propaq Encore monitors sold with 
these systems. This increase was partially offset by a reduction in military 
shipments, which declined to $609,000 in the third quarter of 1997 from $1.6 
million in the third quarter of 1996

<PAGE>9

International sales decreased 35.8% to $3.4 million (19.7% of total sales) in 
the third quarter of 1997 from $5.3 million (32.5% of total sales) in the 
third quarter of 1996.  The Company attributes the decrease in international 
sales to soft international market conditions caused largely by a significant 
strengthening of the U.S. dollar against foreign currencies as well as a 
decrease in sales to NEC, the Company's exclusive distributor in Japan. 

Original equipment manufacturer ("OEM") sales increased to $2.1 million (12.2% 
of total sales) in the third quarter of 1997 from $1.7 million (10.7% of total 
sales) in the prior year's third quarter.  The increase in OEM sales was 
primarily the result of an increase in sales of Pryon's CO2 monitoring 
products in the third quarter of 1997.

Gross profit.  As a percentage of sales, gross profit decreased to 52.8% in 
the third quarter of 1997 from 55.3% in the third quarter of 1996.  The 
decrease in gross profit as a percentage of sales was primarily due to higher 
sales discounts as well as an increase in the percentage of sales of lower 
margin products including service, accessories and QuikSigns monitors.

Research and development.  Research and development expenses remained steady 
at $2.2 million in the third quarters of 1997 and 1996.  As a percentage of 
sales, research and development expenses decreased to 13.1% in the third 
quarter of 1997 from 13.8% in the third quarter of 1996.

Selling, general and administrative.  Selling, general and administrative 
expenses increased 4.3% to $5.3 million in the third quarter of 1997 compared 
to $5.1 million in the third quarter of 1996 primarily due to higher 
commissions expense related to the increase in domestic sales.  As a 
percentage of sales, selling, general and administrative expenses decreased to 
30.8% in the third quarter of 1997 from 31.3% in the third quarter of 1996.

Acquisition related charges and litigation settlement charges.  In the third 
quarter of 1996, the Company incurred charges of $2.1 million in connection 
with the acquisition of Pryon.  Additionally, the Company incurred charges of 
$275,000 in the same quarter related to the settlement of litigation regarding 
the 1991 termination of the Company's former Canadian distributor.  No such 
charges were incurred during the third quarter of 1997.

Other income.  Other income increased 13.4% to $291,000 in the third quarter 
of 1997 from $257,000 in the third quarter of 1996 primarily as a result of an 
increase in interest income due to higher cash and investment balances in the 
third quarter of 1997.

Provision for income taxes.  The provision for income taxes was $441,000 in 
the third quarters of both 1997 and 1996.  Excluding the effect of non-
deductible acquisition related charges, the effective tax rate decreased to 
24.3% in the third quarter of 1997 from 27.1% in third quarter of 1996.  This 
decrease was primarily due to the expectation of greater benefits from the 
extension of the research and experimentation tax credit and the announcement 
of a state tax rebate credit in the third quarter of 1997.  


<PAGE>10

Nine Months Ended September 30, 1997 vs. Nine Months Ended September 30, 1996
-----------------------------------------------------------------------------

Sales.  Sales for the first nine months of 1997 decreased 6.2% to $46.5 
million from $49.5 million for the first nine months of 1996.  Instrument 
sales (including the Propaq and Propaq Encore monitors and monitor options) 
decreased by $5.6 million or 15.6% from the first nine months of the prior 
year.  The decline in these instrument sales resulted from decreased overall 
unit sales as well as a decrease in average selling prices due to higher sales 
discounts.  Although overall sales of instruments decreased, unit sales of the 
Propaq Encore monitor increased from the first nine months of the prior year.  
Sales of OEM products decreased $1.0 million or 13.6% from the first nine 
months of the prior year primarily due to decreased sales of GenESA devices.  
These sales reductions were partially offset by increased sales of Acuity 
systems, accessories, service and the introduction of the QuikSigns spot-check 
monitor in the first nine months of 1997.

Domestic sales decreased 6.4% to $27.4 million (58.9% of total sales) in the 
first nine months of 1997 from $29.2 million (59.0% of total sales) in the 
first nine months of 1996.  The Company attributes this decrease primarily to 
a significant reduction in military shipments, which declined to $2.0 million 
in the first nine months of 1997 from $7.9 million in the first nine months of 
1996.  The decrease in military sales was partially offset by an increase in 
Acuity system sales as well as Propaq Encore monitors sold with these systems.  

International sales decreased 1.8% to $12.9 million (27.8% of total sales) in 
the first nine months of 1997 from $13.1 million (26.5% of total sales) in the 
first nine months of 1996. The decrease in international sales was driven by 
decreased sales to NEC, the Company's exclusive distributor in Japan.  This 
decrease was partially offset by strong sales in the European market in the 
first six months of 1997. 

OEM sales decreased 13.6% to $6.2 million (13.3% of total sales) in the first 
nine months of 1997 from $7.2 million (14.5% of total sales) in the first nine 
months of 1996.  The decrease in OEM sales was primarily the result of a 
$838,000 decrease in sales of GenESA devices to Gensia, Inc.  Gensia began 
shipments of the GenESA devices to Europe in early 1995 and in the third 
quarter of 1997 Gensia received clearance from the Food and Drug 
Administration (FDA) to market the GenESA devices in the United States.  Also 
contributing to the decrease in OEM sales was a slight decrease in sales of 
Pryon's CO2 monitoring products in the first nine months of 1997 primarily due 
to reductions in orders from certain of its OEM customers.  

Gross profit.  As a percentage of sales, gross profit decreased to 50.9% in 
the first nine months of 1997 from 55.6% in the first nine months of 1996. The 
decrease in gross profit as a percentage of sales was partially due to 
increased sales discounts, including discounts related to sales of refurbished 
instruments and an enterprise-wide upgrade of Massachusetts General Hospital's 
monitoring systems.  As a co-developer of the Company's Acuity central 
monitoring system, Massachusetts General Hospital had the right to purchase 
certain monitoring equipment for a small markup over cost.  This right expired 
in October 1997.  Gross profit was also negatively impacted by additional 
warranty expense incurred as a result of the Company's voluntary decision to 
replace a defective component in certain Propaq Encore monitors in the first 
nine months of 1997, as well as an increase in the percentage of sales of 
lower margin products including service, accessories and QuikSign monitors.


<PAGE>11

Research and development.  Research and development expenses decreased 4.7% to 
$6.4 million in the first nine months of 1997 from $6.7 million in the first 
nine months of 1996. The decrease in research and development expenses 
resulted from lower development and testing costs in the first nine months of 
1997 primarily related to the Acuity system.  In the first quarter of 1996 
there were significant development and testing costs for a new release of 
Acuity system software that was introduced in March 1996.  As a percentage of 
sales, research and development expenses increased to 13.8% in the first nine 
months of 1997 from 13.6% in the first nine months of 1996.

Selling, general and administrative.  Selling, general and administrative 
expenses decreased 1.0% to $15.2 million in the first nine months of 1997 from 
$15.3 million in the first nine months of 1996 primarily due to reduced 
incentive compensation. As a percentage of sales, selling, general and 
administrative expenses increased to 32.6% in the first nine months of 1997 
from 30.9% in the first nine months of 1996.

Acquisition related charges and litigation settlement charges.  In the third 
quarter of 1996, the Company incurred charges of $2.1 million in connection 
with the acquisition of Pryon.  Additionally, the Company incurred charges of 
$275,000 in the same quarter related to the settlement of litigation regarding 
the 1991 termination of the Company's former Canadian distributor. No such 
charges were incurred during 1997.

Other income.  Other income increased 5.5% to $803,000 in the first nine 
months of 1997 from $761,000 in the first nine months of 1996 primarily due to 
an increase in interest income related to a slightly higher rate of return on 
investments.

Provision for income taxes.  The provision for income taxes decreased to 
$747,000 in the first nine months of 1997 from $1,646,000 in the first nine 
months of 1996.  Excluding the effect of non-deductible acquisition related 
charges, the effective tax rate decreased to 26.0% in the first nine months of 
1997 from 27.5% in the first nine months of 1996. This decrease was primarily 
due to the expectation of greater benefits from the extension of the research 
and experimentation tax credit and the announcement of a state tax rebate 
credit in the third quarter of 1997.  



<PAGE>12

                          PART II.  OTHER INFORMATION



Item 2.  Changes in Securities

During the quarter ended September 30, 1997, the Company sold securities 
without registration under the Securities Act of 1933, as amended (the 
"Securities Act") upon the exercise of certain stock options granted under the 
Company's stock option plans.  An aggregate of 1,640 shares of Common Stock 
were issued at exercise prices ranging from $1.32 to $2.55.  These 
transactions were effected in reliance upon the exemption from registration 
under the Securities Act provided by Rule 701 promulgated by the Securities 
and Exchange Commission pursuant to authority granted under Section 3 (b) of 
the Securities Act.


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

No matters were submitted to a vote of security holders during the quarter 
ended September 30, 1997.


Item 6.  Exhibits and Reports on Form 8-K.

(a)  Exhibits: 27.1 Financial Data Schedule
(b)  No reports were filed on Form 8-K during the quarter for which
             this report is filed.


<PAGE>13


                                  SIGNATURES


Pursuant to the requirements 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.


                                                   PROTOCOL SYSTEMS, INC.
                                                        (Registrant)


Date: November 12, 1997                            By  /s/ James B. Moon
                                                       ---------------------
                                                       James B. Moon
                                                       President and
                                                       Chief Executive Officer

                                                   By  /s/ Craig M. Swanson
                                                       ---------------------
                                                       Craig M. Swanson
                                                       Vice-President and
                                                       Chief Financial Officer