UNITED STATES

	SECURITIES AND EXCHANGE COMMISSION

	Washington, D. C.  20549
	                        

	FORM 10-K
(Mark One)

 [ X ]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year 
Ended December 31, 1998

	OR
	
 [   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF 
THE SECURITIES EXCHANGE ACT OF 1934 for the Transition 
Period From                 to               .

Commission file number		     No. 0-11881    
      					
	             INTERWEST MEDICAL CORPORATION            
	(Exact name of registrant as specified in its charter)

            Oklahoma           			     75-1864474    
(State or other jurisdiction of			(I. R. S. Employer
 incorporation or organization)			Identification No.)

3221 Hulen Street, Suite C
Fort Worth, Texas              			    76107-6193     

(Address of principal executive offices)	    (Zip Code)

Registrant's telephone number, including area code: (817) 731-2743


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

	NONE


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

	NONE

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 registrant was required to file 
such reports), and (2) has been subject to such filing 
requirements for the past 90 days.      Yes   X  		No     

<PAGE>

Indicate by check mark if disclosure of delinquent filers 
pursuant to Item 405 of Regulation S-K 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.           

As of March 31, 1999, the aggregate market value of the 
9,990,661 shares of voting Common Stock held by non-affiliates 
of the Company was approximately $2,103,890 based on the average 
bid and asked price on that date.  


APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of registrant's 
classes of Common Stock, as of the latest practicable date.  

 Shares Outstanding
    Class    					as of March 31, 1998

Common Stock,						14,195,661
$0.001 Par Value


	DOCUMENTS INCORPORATED BY REFERENCE


(a)	Prospectus dated June 6, 1983 - incorporated by reference in 
Part I.

(b)	Exhibits to the Registration Statement No. 2-82655 on Form 
S-18 - Part IV.  

(c)	Form 8-K, dated July 2, 1990.


<PAGE>

	INTERWEST MEDICAL CORPORATION

	PART I

Item 1.	Business.

InterWest Medical Corporation (the "Company") was incorporated 
under the laws of the State of Oklahoma on March 3, 1983.  The 
principal office and place of business of the Company is located 
at Suite C, 322l Hulen Street, Fort Worth, Texas 76107-6193.  Its 
telephone number is (817) 731-2743.

The Company was organized to engage in the business of 
developing, operating and owning surgery centers itself and in 
association with others.  The Company did not, however, develop 
any surgery centers.


In April, 1984, the Company commenced efforts to develop nursing 
homes in an effort to diversify its efforts.  The Company built 
and sold to an unrelated purchaser a 187-bed skilled nursing home 
in Vista, California.  The Company presently owns and operates a 
156-bed skilled nursing home in Colton, California.  The Company 
does not at this time have any plans to develop other nursing 
homes.

The Company's business is extremely competitive in all phases. 
Many of its competitors, both public and private, possess and 
employ financial an personnel resources substantially greater 
than those which are currently available to the Company.  

Item 2.	Properties.

The Company owns and operates a 156-bed skilled nursing home 
located on a 9 acre parcel of land in Colton, California.  At 
December 31, 1998, the Company had an undepreciated cost of 
$5,121,181 in such facility.  In 1996, the facility had an 
operating income of $1,003,417.

Item 3.	Legal Proceedings.

In the opinion of management, all litigation pertaining to the 
operations is considered to be ordinary routine litigation 
incidental to its business and that the disposition of all 
outstanding legal actions will not have a material adverse effect 
on the Company.  

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

No matters were submitted to a vote of security holders during the fourth 
quarter of 1998, except for the election of directors.

<PAGE>

PART II

Item 5.	Market for Registrant's Common Equity and 
		Related Stockholders' Matters

The Company's Common Stock is traded in the national over-the-
counter market and is listed in the pink sheets.  The high and 
low bid prices quoted for each quarter in the past two calendar 
years were as follows:

	Period	Low Bid	High Bid

	1st Quarter, 1997	$0.10000	$0.1250
	2nd Quarter, 1997	$0.10000	$0.1250
	3rd Quarter, 1997	$0.10000	$0.1250
	4th Quarter, 1997	$0.10000	$0.1250

	1st Quarter, 1998	$0.1500	$0.1700
	2nd Quarter, 1998	$0.1600	$0.1800
	3rd Quarter, 1998	$0.1500	$0.1800
	4th Quarter, 1998	$0.1600	$0.1800

As of March 31, 1999, the approximate number of holders of Common 
Stock was 1,991.  No cash dividends had been paid as of December 
31, 1998, and the Company does not currently anticipate paying 
cash dividends in the foreseeable future.  


Item 6.	Selected Financial Data.  

The following table sets forth certain summary financial 
information concerning the Company.

                      Year Ended December 31,                  
	   1998   	   1997   	   1996   	   1995   	   1994    
Operating
Revenues	$11,316,121	$10,123,168	$9,283,774	$9,102,349	$8,505,792
Net income 
(loss)	$ 1,305,551	$   609,112	($   49,282)	($   47,877)	($   
53,452)

Total Assets	$10,164,646	$ 9,522,248	$8,333,614	$8,580,878	$8,690,373

Long-term debt	$ 4,558,274	$4,530,234	$4,545,653	$4,559,472	$4,571,857

Earnings Per
Common Share:	$0.08	$0.04	($-0-)	($-0-)	($-0-)

Cash
dividends
declared	$0.00  	$0.00	$0.00	$0.00	$0.00


<PAGE>

Item 7.	Management's Discussion and Analysis of Financial 
Condition and Results of Operations.  

(a)	Liquidity and Capital Resources:  


During the year 1996, the Company's cash decreased from 
$2,096,886 at the beginning of the period to $2,094,563 at the 
end of the period.  Accordingly, there was a net decrease in cash 
of ($2,323).  This was attributable to a decrease in net cash 
provided by operating activities.

During the year 1997, the Company's cash decreased from 
$2,094,563 at the beginning of the period to $1,458,281 at the 
end of the period.  Accordingly, there was a net decrease in cash 
of ($636,282).  This was attributable to an increase in cash provided by 
investing activities.

During the year 1998, the Company's cash decreased from 
$1,458,281 at the beginning of the period to $460,329 at the end 
of the period.  Accordingly, there was a net decrease in cash of 
($997,952).  This was attributable to the purchase of Treasury 
stock and an increase in net cash used in investing activities.
The Company is not aware of any known trends or any known 
demands, commitments, events or uncertainties that will result in 
or that are reasonably likely to result in the registrant's 
liquidity increasing or decreasing in any material way.   

In the Company's view, its short-term liquidity and short-term 
capital resources will be sufficient to cover its cash needs up 
to 12 months into the future.  The Company does not presently 
anticipate material capital expenditures.  The Company does not 
have any significant balloon payments.  The Company's long-term 
debt consists of a mortgage loan bearing interest at the rate of 
7 3/8% and is payable in monthly installments of $30,778.  It 
is anticipated that these payments will be made from revenues 
received by the operation of the Company's nursing home.

During 1998, the Company purchased as treasury shares a total of 
2,624,300 shares of its stock at an aggregate purchase price of 
$488,159.

(b)	Results of Operations:  

Operating profit for 1996 was $360,059, as compared to an 
operating profit of $353,246 for 1995.  Net loss was ($49,282) 
for 1996, as compared to loss of ($47,877) in 1995.  

Operating profit for 1997 was $987,934, as compared to an 
operating profit of $360,059 for 1996.  The increase in profit 

<PAGE>

was attributed to larger revenues from the Company's long-term 
health care facility.  Net income was $609,112 in 1997 as 
compared to a net loss of ($49,282) for 1996.

Operating profit for 1998 was $1,060,147, as compared to an 
operating profit of $987,934 for 1997.  The increase in profit 
was attributable to larger revenues from the Company's long-term 
health care facility.  Net income was $1,305,551 in 1998 as 
compared to net income of $609,112 in 1997.  

(c)	Effects of Inflation:   

The Company is of the view that inflation did not affect its 
operations in 1998 and should not in 1999.

Item 8.	Financial Statements and Supplementary Data.  

		Page No.

Independent Auditor's Report	7

Consolidated Balance Sheets 
December 31, 1998 and 1997	8

Consolidated Statements of 
Operations for Years Ended 
December 31, 1998, 1997 and 
1996	10

Consolidated Statements of 
Stockholders Equity for Years 
Ended December 31, 1998, 1997 
and 1996	11

Consolidated Statements of 
Cash Flows for Years Ended 
December 31, 1998, 1997 and 
1996	12

Notes to Consolidated
Financial Statements	14

Schedule II - Valuation
And Qualifying Accounts	25

Supplemental Information	25


Item 9.	Changes in and Disagreements with Accountants on Accounting and 
Financial Disclosure.  


There have been no disagreements with accountants on any matter 
of accounting principles or practices or financial statement 
disclosures during the twenty-four (24) month period ended 
December 31, 1998.


<PAGE>

	INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Shareholders
InterWest Medical Corporation

We have audited the accompanying consolidated balance 
sheets of InterWest Medical Corporation and 
subsidiaries as of December 31, 1998 and 1997, and the 
related consolidated statements of operations and 
comprehensive income, stockholders' equity and cash 
flows for each of the years in the three year period 
ended December 31, 1998.  Our audits also included the 
financial statement schedule II for each of the years 
in the three year period ended December 31, 1998.  
These consolidated financial statements and the 
financial statement schedule are the responsibility of 
the Company's management.  Our responsibility is to 
express an opinion on these consolidated financial 
statements and the financial statement schedule based 
on our audits. 

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

In our opinion, the consolidated financial statements 
referred to above present fairly, in all material 
respects, the financial position of InterWest Medical 
Corporation and subsidiaries as of December 31, 1998 
and 1997, and the consolidated results of their 
operations and their cash flows for each of the years 
in the three year period ended December 31, 1998 in 
conformity with generally accepted accounting 
principles.  Also, in our opinion, the financial 
statement schedule II when considered in relation to 
the basic financial statements taken as a whole, 
presents fairly, in all material respects, the 
information set forth therein.  



WEAVER AND TIDWELL, L.L.P.
Fort Worth, Texas
March 18, 1999


3218
<PAGE>

	INTERWEST MEDICAL CORPORATION	(1 of 2)
	CONSOLIDATED BALANCE SHEETS
	DECEMBER 31, 1998 AND 1997



					   1998  	   1997   
                 ASSETS

CURRENT ASSETS
Cash, including interest bearing accounts, 
1998 - $282,940; 1997 - $1,090,686	$   460,329	$1,458,281
Accounts receivable - trade, net of
allowance for doubtful accounts,
1998 - $58,495; 1997 - $54,844	2,108,315	2,225,183
Investments available for sale	3,230,320	1,955,961
Prepaid expenses and other receivables	   116,300	    60,165
Deferred tax asset	     47,255	      -   	

Total current assets	5,962,519	5,699,590

REAL ESTATE DEVELOPMENT 
AND CONSTRUCTION COSTS	7,113	33,582

PROPERTY AND EQUIPMENT, at cost
Land			214,681	191,442
Buildings and improvements	3,789,419	3,789,419
Equipment and furniture	1,117,081	827,302
Oil and gas properties (successful
efforts method of accounting)	    532,869	   477,276

	5,654,050	5,285,439
Less accumulated 
	depreciation and depletion	  1,890,769	 1,779,239

	3,763,281	3,506,200
OTHER ASSETS
Cash escrow accounts 	31,713	17,293
Deferred financing costs, net	    400,020	  265,583

	    431,733	  282,876


TOTAL ASSETS	$10,164,646	$9,522,248

The Notes to Consolidated Financial Statements
     are an integral part of these statements.

<PAGE>

	INTERWEST MEDICAL CORPORATION	(2 of 2)
	CONSOLIDATED BALANCE SHEETS
	DECEMBER 31, 1998 AND 1997



	   1998   	   1997    

  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Current maturities of long-term debt	$  120,522	$   15,418
Accounts payable	1,260,371	1,196,289
Accrued salaries	709,294	633,144
Income taxes payable	42,903	-     
Other accrued liabilities	       108	   142,019

Total current liabilities	2,133,198	1,986,870

LONG-TERM DEBT 	4,558,274	4,530,234

STOCKHOLDERS' EQUITY
Common stock, par value $0.001, 
authorized 50,000,000 shares; 
issued 20,000,000 shares	20,000	20,000
Additional paid-in capital	4,798,745	4,798,745
Retained earnings (deficit)	8,235	( 1,297,316)
Accumulated other comprehensive 
	income, net of tax effect of 
	$47,255 in 1998; $-0- in 1997	(   496,552)	(   147,190)

	4,330,428	3,374,239
Less cost of shares held 
	in the treasury, 
1998 - 5,804,339 shares;
1997 - 3,180,039 shares	   857,254	   369,095

	 3,473,174	 3,005,144

TOTAL LIABILITIES 
AND STOCKHOLDERS' EQUITY	$10,164,646	$9,522,248


The Notes to Consolidated Financial Statements
     are an integral part of these statements.


<PAGE>
	INTERWEST MEDICAL CORPORATION
	CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
	YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996



	   1998   	   1997   	   1996    
REVENUES
	Net patient service revenue	$11,085,259	$9,773,756	$8,903,359
	Other revenue	    230,862	   349,412	   380,415

Total revenue	11,316,121	10,123,168	9,283,774

COSTS AND EXPENSES
Professional care 
	of patients	6,069,402	5,413,364	4,796,723
General services	2,008,394	1,822,532	1,783,758
Administrative services	1,776,102	1,352,709	1,320,204
Other costs	148,505	220,938	731,981
Depreciation, depletion 
and amortization	   253,571	   325,691	   291,049

Income from operations	1,060,147	987,934	360,059

OTHER INCOME (EXPENSES)
Equity in joint 
	venture operations	-   	-   	12,313
Gain on sale of assets	603,753	-   	-     
Interest income	37,696	122,045	80,638
Interest expense	(   344,202)	(    500,867)	(  502,292)

Income (loss) before 
	taxes on income	1,357,394	609,112	(   49,282)

Provision for income taxes 	    51,843	      -   	      -   	

Net income (loss)	1,305,551	   609,112	(   49,282)

Other comprehensive income, 
net of tax
	Unrealized holding 
		losses on securities	(   356,597)	(   147,190)	 -   	
	Reclassification adjustment
		for losses included 
		in net income	     7,235	     -   	     -   	

			Comprehensive 
				income (loss)	$  956,189	$  461,922	($   49,282)

Weighted average 
	shares outstanding	16,205,378	16,954,926	17,385,664

Earnings per common share	$     0.08	$     0.04	($    -   )

The Notes to Consolidated Financial Statements
     are an integral part of these statements.

<PAGE>

	INTERWEST MEDICAL CORPORATION
	CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
	YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996



					Accumulated
					Other
					Comprehensive
					Income
					(Unrealized
	Common Stock		Additional	Retained	Holding Losses
	Number of 	Par	Paid-in	Earnings	on Securities	Treasury
	Shares	Value	Capital	Deficit	Net of Tax)	   Stock   

Balance, 
Dec 31, 1995	20,000,000	$20,000	$4,798,745	($1,857,146)	$   -   
	($178,082)

Net loss				(    49,282)

Purchase of 
	1,237,000 
	shares of
	common stock	          	       	          	          	        
	( 154,442)

Balance, 
Dec 31, 1996	20,000,000	20,000	4,798,745	( 1,906,428)	-   	( 
332,524)

	Net income				609,112

	Purchase of 
		297,075 shares
		of common stock						(    36,571)

	Other comprehensive
		income	          	      	         	(   147,190)	          
	          

Balance
	Dec 31, 1997	20,000,000	20,000	4,798,745	( 1,297,316)	(   
147,190)	(  369,095)

	Net income				1,305,551

	Purchase of 
		2,624,300 shares
		of common stock						(  488,159)

	Other comprehensive
		Income	          	       	       	          	(   
349,362)	         

Balance, 
	Dec 31, 1998	20,000,000	$20,000	$4,798,745	$    8,235	($  
496,552)	($857,254)

The Notes to Consolidated Financial Statements
     are an integral part of these statements.

<PAGE>

INTERWEST MEDICAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


	   1998   	   1997    	   1995   
CASH FLOWS FROM 
OPERATING ACTIVITIES:
Cash received from 
customers/patients	$11,332,989	$9,450,649	$9,045,079
Interest received	37,696	122,045	80,638
Cash paid to suppliers 
and employees	(  9,846,913)	( 7,916,683)	(8,220,967)
Interest paid	(   344,202)	(   500,880)	(  502,292)
Income taxes paid	(      8,940)	    -   	      -   

Net cash provided by 
	operating activities	1,170,630	1,155,131	402,458

CASH FLOWS FROM 
INVESTING ACTIVITIES:
Purchase of property 
and equipment	(    597,487)	(   315,427)	(   352,675)
Proceeds from sale of assets	3,849,990	659,873	55,595 
Purchase of investments	(  4,905,289)	( 2,103,151)	-   
Mortgage escrow deposits, net	(     14,420)	17,682	854
Receipts from joint ventures	       -   	     -    	    58,273

Net cash used 
in investing activities	(  1,667,206)	( 1,741,023)	(   237,953)

CASH FLOWS FROM 
FINANCING ACTIVITIES:
	Financing costs paid	(    146,361)	-   	-   
	Loan proceeds	168,000	-   	-   
Payments on debt	(     34,856)	(    13,819)	(   12,386)
Purchase of treasury stock	(    488,159)	(    36,571)	(  154,442)

Net cash used 
in financing activities	(    501,376)	(    50,390)	(  166,828)

Net decrease in cash	(    997,952)	(   636,282)	(  2,323)

CASH, beginning of period	  1,458,281	 2,094,563	 2,096,886

CASH, end of period	$    460,329	$1,458,281	$2,094,563

The Notes to Consolidated Financial Statements
     are an integral part of these statements.

<PAGE>

	INTERWEST MEDICAL CORPORATION
	CONSOLIDATED STATEMENTS OF CASH FLOWS
	YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996



	  1998  	  1997  	  1996   

RECONCILIATION OF NET INCOME
(LOSS) TO NET CASH PROVIDED BY 
OPERATING ACTIVITIES:

Net income (loss)	$1,305,551	$  609,112	($  49,282)

Adjustments to reconcile net income 
(loss) to net cash provided by 
operating activities:

Gain on sale of assets	(   603,753)	(      78,775)	( 36,034)
Depreciation and amortization	253,571	325,691	291,049
Abandonments	86,835	14,575	332,027
Equity in joint venture operations	-   	-   	(  12,313)
Changes in assets and liabilities:
Accounts receivable	116,868	(   593,744)	( 202,661)
Prepaid expenses and 
	other receivables	(     56,135)	13,170	5,749
Real estate development costs	26,469	88,000	105,077
	Accounts payable	64,082	687,668	(  109,253)
Accrued liabilities	(     65,761)	89,434	78,099
Income taxes payable	     42,903	   -   	     -   	

Net cash provided by
operating activities	$1,170,630	$1,155,131	$402,458


NONCASH INVESTING
AND FINANCING ACTIVITIES:

Included in prepaid expenses and other receivables at December 31, 1996 is 
$28,750 due from the president of the Company on the sale of common stock 
investments.  

The Notes to Consolidated Financial Statements
     are an integral part of these statements.

<PAGE>


INTERWEST MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1.   SIGNIFICANT ACCOUNTING POLICIES

The accounting policy relative to property and equipment is shown on the 
accompanying balance sheets.  Other significant accounting policies are as 
follows:

Basis of Presentation

The consolidated financial statements include the accounts of InterWest Medical
 Corporation and its wholly-owned subsidiaries.  All significant intercompany
 transactions and balances have been eliminated.  Investments in joint ventures
 are accounted for on the equity basis of accounting. 

Reclassifications

Certain reclassifications have been made to 1997 and 1996 captions to conform 
to the 1998 presentation.  

Depreciation

Depreciation of long-term health care property and equipment is provided 
principally on the straight-line method over the estimated useful lives of the
 depreciable assets.  Estimated useful lives of depreciable assets are as 
follows:

Buildings and improvements	31 years
Equipment and furniture	7 years

	Investments in Securities

The Company has adopted Statement No. 115, Accounting for Certain Investments 
in Debt and Equity Securities, issued by the Financial Accounting Standards 
Board.  In accordance with Statement No. 115, the Company's investments in 
securities are classified as follows:

Trading Securities - Investments in debt and equity securities held principally
 for resale in the near term are classified as trading securities and recorded
 at their fair values.  Unrealized gains and losses on trading securities are 
included in other income.  

<PAGE>

INTERWEST MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.   SIGNIFICANT ACCOUNTING POLICIES - continued

	Investments in Securities - continued

Securities to be Held to Maturity - Debt securities for which the Company has 
the positive intent and ability to hold to maturity are reported at cost, 
adjusted for amortization of premiums and accretion of discounts which are 
recognized in interest income using the interest method over the period to 
maturity.

Securities Available for Sale - Securities available for sale consist of its 
debt and equity securities not classified as trading securities nor as 
securities to be held to maturity.  All of the Company's investments in 
securities are classified as available for sale.  

Unrealized holding gains and losses on securities available for sale are 
reported as a net amount in accumulated other comprehensive income in 
stockholders' equity until realized.

Gains and losses on the sale of securities available for sale are determined 
using the specific identification method.

Oil and Gas Property and Equipment

The Company utilizes the "successful efforts" method of accounting for costs 
incurred in the exploration and development of oil and gas properties. 
Accordingly, costs incurred in the acquisition and exploratory drilling of oil
 and gas properties are accumulated and subsequently either expensed, if the 
properties are determined not to have proved reserves or capitalized as a 
depletable asset if proved reserves are discovered.  Costs of drilling 
development wells are capitalized.  Geological, geophysical and carrying costs
 are charged to expenses as incurred.  Acquisition costs relating to producing
 oil and gas properties are amortized on a prospect by prospect basis using the
 units-of-production method based on engineers' estimates of proven oil and gas
 reserves. Depletion and depreciation of producing oil and gas properties 
(other than acquisition costs) are amortized by prospect using the units-of-
production method based on estimated proved developed reserves.  

<PAGE>

INTERWEST MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1.   SIGNIFICANT ACCOUNTING POLICIES - continued

Use of Estimates

The preparation of financial statements in conformity with generally accepted 
accounting principles requires management to make estimates and assumptions 
that affect the reported amounts of assets and liabilities and disclosure of 
contingent assets and liabilities at the date of the financial statements and 
the reported amounts of revenues and expenses during the reporting period.  
Actual results could differ from these estimates.

Financial Instruments

Financial instruments of the Company consist of cash, accounts receivable, 
investments and debt.  Recorded values of cash and accounts receivable 
approximate fair values due to the short maturities of the instruments.  For 
information on the fair value of investments, see Note 2.  

The fair value of debt is estimated as its carrying value at December 31, 1998 
plus refinancing costs paid in February 1998.  See Note 6.  

	Carrying   	Fair    
	   Amount   	   Value   

Long-term debt - 1998	$4,510,796	$4,654,796

Long-term debt - 1997	$4,545,652	$4,689,652

Revenue

Patient service revenue is reported at the estimated net realizable amounts 
from patients, third-party payers, and others for service rendered.  The 
Company derives a significant portion of its revenues from third party payers 
(health maintenance organizations, Medicare and Medi-Cal).  

Revenue under third-party payer agreements is subject to audit and retroactive 
adjustment.  Provisions for estimated third-party payer settlements are 
provided in the period the related services are rendered.  Differences between 
the estimated amounts accrued and interim and final settlements are reported in
 operations in the year of settlement.  
<PAGE>
INTERWEST MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1.   SIGNIFICANT ACCOUNTING POLICIES - continued

Income Taxes

The Company provides for deferred taxes resulting from temporary differences 
between the basis of assets and liabilities for financial and tax reporting 
purposes. Such differences result principally from the use of the direct write-
off method for bad debts for tax reporting purposes and unrealized losses on 
investment securities.  

Earnings Per Common Share

The Company has adopted Statement No. 128, Earnings Per Share, issued by the 
Financial Standards Accounting Board.  Adoption of Statement No. 128 had no 
effect upon 1998, 1997 or 1996 earnings per share computations.  

Basic earnings per common share was computed based on the weighted average 
number of common shares outstanding for the period.  Diluted earnings per 
share have not been presented for 1996 and 1997 since the inclusion of 
potential common stock would be antidilutive.  The Company had no potential 
common shares outstanding in 1998.  

Cash Flows Presentation

For purposes of the statement of cash flows, the Company considers cash to 
include unrestricted cash and all highly liquid investments with initial 
maturities of ninety days or less from the date of purchase. 

Amortization

Costs of obtaining financing are amortized over the term of the financing. 

Credit Risk

The Company regularly maintains cash in bank deposit and brokerage accounts 
which exceed FDIC/SPIC insured limits.  The Company has not experienced any 
losses in such accounts and believes it is not exposed to any significant 
credit risk on cash and cash equivalents.  

<PAGE>
INTERWEST MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1.   SIGNIFICANT ACCOUNTING POLICIES - continued

Stock-based Compensation

The Company recognizes compensation costs for stock-based 
compensation plans based on the difference, if any, between 
the quoted market price of the stock and the amount an 
employee must pay to acquire the stock.  Dates that quoted 
market prices are determined may vary depending on whether 
the terms of an award are fixed or variable.  

The Financial Accounting Standards Board has issued Statement 
No. 123 establishing a fair value based method of accounting 
for stock-based compensation plans.  As permitted under 
Statement No. 123, the Company does not intend to adopt the 
recognition or accounting requirements of the statement.  No 
awards have been granted in 1998, 1997 or 1996.  

	Accounting Changes

The Company has adopted the following Statements of Financial 
Accounting Standards issued by the Financial Accounting 
Standards Board effective January 1, 1998:  

No. 130 - Reporting Comprehensive Income

Requires that all items are required to be recognized 
under accounting standards as components of comprehensive 
income be reported in a financial statement that is 
displayed with the same prominence as other financial 
statements.  Financial statements for 1996 and 1997 have 
been reclassified to reflect application of the provisions 
of this statement.

No. 131 - Disclosures About Segments of an Enterprise
			  and Related Information

Requires disclosure of operating segments based upon 
information used internally for evaluating segment 
performance and allocating resources. Adoption had no 
significant effect upon current financial statements.  

No. 132 - Employers' Disclosures About Pensions
			 and Other Post-retirement Benefits

Revises employers' disclosures about pensions and other 
post-retirement plans.  Adoption had no significant effect 
upon current financial statements.


<PAGE>

INTERWEST MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 2.   INVESTMENT SECURITIES

Investment securities consist entirely of equity securities.  

The cost and market values of investment securities available 
for sale at December 31, 1998 and 1997 were:

				   1998   	   1997   

	Market value	$3,230,320	$1,955,961
	Amortized cost	 3,774,127	 2,103,151

	Net unrealized loss	($  543,807)	($  147,190)	

Gross unrealized gains and losses of securities available for 
sale at December 31 were:

				   1998   	   1997    

	Gross unrealized gains	$  469,966	$   36,327
	Gross unrealized losses	( 1,013,773)	(   183,517)

	Net unrealized loss	($  543,807)	($  147,190)

The Company had no sale of securities in 1996 or 1997.  
Realized sales of available for sale securities in 1998 are 
summarized as follows:

	Proceeds from sale	$3,789,170
	Gross realized gains	634,160
	Gross realized losses	(    64,760)


NOTE 3.   CAPITAL STOCK 

The Company has adopted a Stock Option Plan which provides for 
the granting of options to officers and other key employees for 
the purchase of common stock of the Company.  

The Plan reserves 1,500,000 shares of common stock for the 
granting of such options.  Options are subjected to adjustment 
upon any change in the capital structure of the Company such as 
a stock dividend, stock split or other similar events. 

<PAGE>

INTERWEST MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 3.   CAPITAL STOCK - continued

Options may be granted at not less than 100% of the fair market 
value of the Company stock at the date of grant, and are 
exercisable during a term of ten years from the date of grant 
at any time in whole or in part, and are subject to continued 
employment and other conditions as set forth in the option 
agreement. 

Options are exercisable only by the participants and are not 
assignable during their lifetime and must be exercised within 
one year of the death of the participant by his legal 
representatives.  

Nine hundred, seventy-five thousand (975,000) shares 
exercisable at $0.15 per share were granted under the Plan.  
All options expired unexercised in 1997.  


NOTE 4.   RELATED PARTY TRANSACTIONS

During the years ended December 31, 1998, 1997 and 1996, Arch 
B. Gilbert, a Professional Corporation, whose sole stockholder 
is president of the Company, was paid $61,000, $5,000, and 
$9,000, respectively, for legal services rendered.  

During the years ended December 31, 1998, 1997 and 1996, the 
above corporation was reimbursed $29,400, $37,126 and $47,068, 
respectively, for expenses incurred on behalf of the Company. 

Included in accounts payable at December 31, 1997 is 
approximately $36,000 of advances from the Company's president. 


NOTE 5.   FEDERAL INCOME TAXES

The Company adopted the provisions of Statement of Financial 
Accounting Standards No. 109, "Accounting for Income Taxes," 
effective January 1, 1997. Adoption of this standard did not 
materially impact the Company's consolidated financial 
statements.  

The Company had no income tax provision in 1997 or 1996, and no 
significant differences between the tax provisions and the 
amounts computed using statutory rates.  

<PAGE>

INTERWEST MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 5.   FEDERAL INCOME TAXES - continued

The Company's tax provision for 1998 consists of the following: 

	Current payable	$  51,843
	Deferred taxes	411,332
	Re-evaluation of valuation 
		allowance on beginning 
		temporary differences	(  411,332)

				$  51,843

The 1998 tax provision differs from the amount calculated by 
applying statutory tax rates to pre-tax income as follows:

	Tax at statutory rates	$461,514
	Re-evaluation of valuation allowance
		on beginning temporary differences	( 411,332)
	Other	   1,661

				$ 51,843

All income (loss) since inception relates to domestic activity. 

The tax effects of net operating loss carryforwards and 
temporary differences at December 31, 1998 and 1997 that give 
rise to significant portions of deferred tax assets and 
deferred tax liabilities are as follows:

	   1998   	   1997    
Deferred tax assets
Net operating 
	loss carryforwards	$   -   	$377,332
Unrealized loss on 
	marketable securities	184,894	50,045
Expenses deduction 
	in future periods	-   	34,000
Other	  19,888	  18,646

	204,782	480,023
Deferred tax liabilities	-   	-   
Valuation allowance	( 157,527)	( 480,023)

Total deferred tax asset, net	$ 47,255	$   -   	

During 1998 and 1997, the valuation allowance decreased 
$322,496 and $157,176, respectively.   

<PAGE>

INTERWEST MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 6.   LONG-TERM DEBT

Long-term debt consisted of the following at December 31:

	   1998   	   1997    

Unsecured note payable to a bank 
with interest at 10%, due in monthly 
installments of $9,244 beginning 
March 1999 until paid in full	$  168,000	$   -   

Mortgage loan for financing of a 
nursing home constructed in Colton, 
California.  The mortgage loan bears 
interest at 7.375%, is due in 
monthly installments of $30,778 
(principal and interest), matures in 
June, 2030 and is secured by real 
estate	 4,510,796	 4,545,652

					4,678,796	4,545,652
Less current maturities	   120,522	    15,418

	$4,558,274	$4,530,234

Aggregate maturities of long-term debt for each of the 
succeeding five years and thereafter is as follows:

1999	$  120,522
2000	126,232
2001	43,938
2002	47,291
2003	50,899
Thereafter	4,289,914


NOTE 7.   SEGMENTED INFORMATION 

In 1998, real estate and oil and gas operations were not 
significant.  Substantially all of the Company's activities now 
consist of the operation of convalescent centers including 
skilled nursing care in southern California.  Thus, segment 
information for 1998 has not been presented.  


<PAGE>

INTERWEST MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 7.   SEGMENTED INFORMATION  - continued

The Company's operations prior to 1998 were classified into 
three principal industry segments:

Long-term Health Care		Operation of convalescent centers 
		involving skilled nursing care in southern California

Real Estate Development
and Construction	-	Construction and sale of single 
family housing

Oil and Gas	-	Oil and gas exploration and 
development

Following is a summary of segmented information for 1997 and 
1996:  
					           1997                  
		Real Estate  
	Long-term 	Development 
	Health	and	Oil and
	  Care  	Construction	Gas	Consolidated

Sales to unaffiliated customers	$9,773,756	$87,606	$261,806
	$10,123,168

Operating income (loss)	$1,173,269	($   394)	$ 48,571	$ 1,221,446
Other income				122,045
General corporate expenses				(    233,512)
Interest expenses				(    500,867)

Income before income taxes				$   609,112

Identifiable assets	$5,829,421	$49,725	$180,361	$6,059,507
Corporate assets				 3,462,741

Total Assets at 12/31/97				$9,522,248

Capital expenditures	$  199,551	$  -   	$115,876	$  315,427

Depreciation, depletion
and amortization	$  245,394	$  -   	$ 80,297	$  325,691


<PAGE>

INTERWEST MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 7.   SEGMENTED INFORMATION  - continued

	                     1996                    
		Real Estate  
	Long-term 	Development 
	Health    	and        	Oil and  	
	   Care   	Construction	   Gas   	Consolidated

Sales to unaffiliated customers	$8,903,359	$  104,533	$275,882
	$9,283,774

Operating income (loss)	$1,003,417	($   40,375)	($387,787)	$  575,255
Other income				92,951
General corporate expenses				(   215,196)
Interest expenses				(   502,292)

Loss before income taxes				($   49,282)

Identifiable assets	$5,356,666	$  121,582	$731,961	$6,210,209
Corporate assets				 2,123,405

Total Assets at 12/31/96				$8,333,614

Capital expenditures	$   85,867	$     -   	$266,808	$  352,675

Depreciation, depletion 
and amortization	$   222,625	      -   	$ 68,424	$  291,049


The Company did not have any intersegment sales.  Operating 
loss is total revenues less operating expenses for each segment 
and excludes general corporate expenses, interest expense and 
other income of a corporate nature.  Identifiable assets by 
segment are those assets that are used in the Company's 
operations within that industry.  Corporate assets consist 
principally of cash.  


NOTE 8.   CONTINGENCIES

The Company is involved in litigation pertaining to its long-
term health care operations.  It is the Company's opinion that 
any loss incurred would be adequately covered by insurance and 
the ultimate liability, if any, should not have a material 
adverse effect on the Company's consolidated financial 
position.  


NOTE 9.   EMPLOYEES RETIREMENT PLAN

The Company has a retirement plan, established in 1997, covering substantially 
all of its employees.  Contributions to the plan in 1998 and 1997 totaled 
$37,515 and $35,440, respectively.  

<PAGE>

	INTERWEST MEDICAL CORPORATION
	SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS



	Column A 	Column B	Column C	Column E	Column F
		Additions
		Charged
	Balance at	to Costs	Charged
	Beginning	and	to Other	Balance at	End of
	of Period	Expenses	Accounts	Deductions	Period 

Allowance for 
doubtful accounts

Year ended
December 31, 1996	$43,638	$14,348	$   -   	$ 6,808	$51,178

	Year ended
		December 31, 1997	$51,178	$27,458	$   -   	$23,792
	$54,844

	Year ended
		December 31, 1998	$54,844	$30,063	$   -   	$26,412
	$58,495



<PAGE>
	INTERWEST MEDICAL CORPORATION
	SUPPLEMENTAL INFORMATION
(unaudited)



The SEC defines proved oil and gas reserves as those estimated 
quantities of crude oil, natural gas, and natural gas liquids 
which geological and engineering data demonstrate with reasonable 
certainty to be recoverable in future years from known reservoirs 
under existing economic and operating conditions.  Proved 
developed oil and gas reserves are reserves that can be expected 
to be recovered through existing wells with existing equipment 
and operating methods.  

Estimates of petroleum reserves have been made by independent 
engineers.  The valuation of proved reserves may be revised in 
the future on the basis of new information as it becomes 
available.  Estimates of proved reserves are inherently 
imprecise.  

All of the reserves of the Company represent proved developed 
reserves.  Estimated quantities of oil and gas reserves of the 
Company as of December 31, 1996 and 1997 (all of which are 
located in the United States) are as follows:

	Petroleum	Natural  
	Liquids  	Gas     
	    (bbls)    	  (MCF)  

December 31, 1996 - 
	proved developed reserves	3,360	417,010

December 31, 1997 - 
	proved developed reserves	51,131	612,125

	Oil and gas operations and reserves were not significant for 
1998.  

<PAGE>

	INTERWEST MEDICAL CORPORATION
	SUPPLEMENTAL INFORMATION
(unaudited)



The changes in proved developed reserves for 1996 and 1997 were 
as follows:

	Petroleum	Natural 
	Liquids	Gas   
	  (bbls)  	 (MCF)  

Reserves at December 31, 1995	4,940	640,400

		Sales of reserves-in-place	(    30)	(  2,930)
		Production	( 1,070)	(119,380)
		Revision of estimates	(   480)	(101,080)

Reserves at December 31, 1996	3,360	417,010

	Sales of reserves-in-place	(    10)	(  7,348)
	Production	( 1,012)	( 80,016)
	Revision of estimates	48,661	209,050
	Discoveries	   132	 73,429

Reserves at December 31, 1997	51,131	 612,125

The standardized measure of discounted estimated future net cash 
flows, and changes therein, related to proved oil and gas 
reserves (thousands of dollars) for 1997 and 1996 are as follows:

		  1997  	  1996	

Future cash inflows		$2,131	$  975
Future development and production costs		 1,255	587
Future income tax expense		  -   	   -   	

Future net cash flows		876	388
10% annual discount		   275	    60

Standardized measure of 
discounted future cash flows		$  601	$  328
<PAGE>

	INTERWEST MEDICAL CORPORATION
	SUPPLEMENTAL INFORMATION
(unaudited)



Primary changes in standardized measure of discounted future net 
cash flow:

		 1997 	 1996  

Net changes in prices and production costs		$ 20	$ 88
Extensions, discoveries 
and improved recovery		111	-  
Sale of reserves-in-place		(   3)	(   1) 
Sales of oil and gas, 
net of production costs		(  80)	(  78)
Revision of estimates		305	( 158)
Accretion of discount		33	39
Other		( 113)	(  33)

		$273	($143)

Estimated future cash inflows are computed by applying year end 
prices of oil and gas to year end quantities of proved developed 
reserves.  Estimated future development and production costs are 
determined by estimating the expenditures to be incurred in 
developing and producing the proved oil and gas reserves in 
future years, based on year end costs and assuming continuation 
of existing economic conditions.  Estimated future income tax 
expenses are calculated by applying year end statutory tax rates 
(adjusted for permanent differences, tax credits and tax 
carryforwards) to estimated future pretax net cash flows related 
to proved oil and gas reserves, less the tax basis of the 
properties involved.  

These estimates are furnished and calculated in accordance with 
requirements of the Financial Accounting Standards Board and the 
SEC.  Because of unpredictable variances in expenses and capital 
forecasts, crude oil and natural gas price changes, and the fact 
that the bases for such estimates vary significantly, management 
believes the usefulness of these projections is limited.  
Estimates of future net cash flows do not necessarily represent 
management's assessment of future profitability or future cash 
flow to the Company.  

<PAGE>

	INTERWEST MEDICAL CORPORATION
	SUPPLEMENTAL INFORMATION
(unaudited)



The aggregate amounts of capitalized costs relating to oil and 
gas producing activities and the related accumulated depletion 
and depreciation as of December 31, 1997 and 1996 were as follows 
(thousands of dollars):

		 1997 	 1996  

Proved properties		$477	$488
Unproved properties, 
including wells in progress		-  	509
Accumulated depletion and depreciation		( 340)	( 301)

    Net capitalized costs		$137	$696

The costs, both capitalized and expensed, incurred in oil and gas 
producing activities during the three years ended December 31, 
1997 and 1996 were as follows (thousands of dollars):

		 1997 	 1996  

Property acquisition costs		$ 83	$240
Exploration costs		32	43
Development costs		-  	-  

Results of oil and gas operations in the aggregate for the three 
years ended December 31, 1997 and 1996 were as follows:

		  197  	  1996   

Revenues		$261,806	$216,072

Production costs		102,828	138,120
Exploration expense		30,110	332,027
Depreciation and depletion		80,297	68,424
Income taxes		-   	-   
Other		    -   	  65,288

		 213,235	 603,859

Net oil and gas income (loss)		$ 48,571	($387,787)

<PAGE>

	INTERWEST MEDICAL CORPORATION
	SUPPLEMENTAL INFORMATION
(unaudited)



Past Production and Average Sales Price:

(a)	Net oil and gas production (in barrels and MCF, respectively) 
from Registrant's properties in the United States was as follows:

		Oil    	Gas  
		   (Bbls)  	 (MCF) 
  Year Ended   

December 31, 1996		1,823	97,034

December 31, 1997		1,012	80,016

December 31, 1998		648	59,728


(b)	Average sales price and production costs:

	  Average		    Average  
		  Sales Price  		 Production Costs 
	 (Bbls) 	(MCF)	 (Bbls) 	(MCF)
      Year Ended      

December 31, 1996	$22.19	$1.80	$12.01	$1.06

		December 31, 1997	$16.24	$2.08	$13.42	$1.11

		December 31, 1998	$14.28	$2.03	$11.95	$ .85


<PAGE>

Item 9.	Changes in and Disagreements with Accountants on
	Accounting and Financial Disclosure.  

There have been no disagreements with accountants on any matter 
of accounting principles or practices or financial statement 
disclosures during the twenty-four (24) month period ended 
December 31, 1998.  

<PAGE>

	PART III

Item 10.	Directors and Executive Officers of the Registrant.
 
(a)	Identification of Directors:  

The directors of the Company are elected annually to serve 
until the next Annual Meeting and until their successors are 
elected and qualified.  

Year First Became
  a Director of 
Name					Age	     Company     	Position

Arch B. Gilbert		65		1983 (1)	President,
Secretary,
Treasurer &
Director

	(1) Date of incorporation

(b)	Identification of Executive Officers:  

Name					Position		Age

Arch B. Gilbert		President,		65
Secretary,
Treasurer
    	
Officers serve at the discretion of the Board of Directors.

Arch B. Gilbert received his B.A. and LL.B. degrees from the 
University of Oklahoma in 1955 and 1957 respectively.  He also 
received his LL.M. degree from Southern Methodist University in 
1963.  Since August 1, 1979, Mr. Gilbert has been a member of the 
law firm of Arch B. Gilbert, A Professional Corporation.  From 
February 1, 1962 to August 1, 1979, Mr. Gilbert was a member of 
the law firm of Brooks, Tarlton, Gilbert, Douglas & Kressler, 
Fort Worth, Texas. 

There is no family relationship between any director or executive 
officer of the Company.  

No personal meetings of the directors took place in 1998. All 
resolutions of the directors were taken by written consent.

(c)	Compliance With Section 16(a) of The Exchange Act.

Section 16(a) of the Securities Exchange Act of 1934 requires the 
Company's directors, executive officers and persons who own more 
than 10% of the Company's outstanding Common Stock to file with 
the Securities and Exchange Commission reports of changes in 
ownership of the Common Stock of the Company held by such 
persons.  Officers, directors and greater than 10% shareholders 
are also required to furnish the Company with copies of all forms 
they file under this regulation.  To the Company's knowledge, 
based solely on a review of the copies of such reports furnished 
to the Company, during the two fiscal years ended December 31, 
1998, all Section 16(a) filing requirements applicable to its 
officers, directors and greater than 10% shareholders were 
complied with. 

Item 11.	Executive Compensation.  

During the fiscal year ended December 31, 1998, Arch B. Gilbert 
received cash compensation of $80,000.

All executive officers as a group (2 persons) received cash 
remuneration in fiscal year 1996 of $80,000.  This does not 
include legal fees paid to the law firm of the President or 
reimbursement of expenses paid to it.  See Item 13.  Directors do 
not receive any compensation for their services as directors.
  
The Company has established an Incentive Stock Option Plan (the 
"Plan") which reserved 1,500,000 shares of Common Stock for the 
exercise of options which may be granted to directors, officers, 
employees and others.  No options are presently outstanding.  

<PAGE>

Item 12.	Security Ownership of Certain Beneficial Owners and 
Management.

(a)  The following table sets forth, as of March 19, 1998, 
certain information regarding all persons known to the Company to 
be the beneficial owners (as determined in accordance with the 
Rules under the Securities Exchange Act of 1934) of more than 5% 
of the Company's Common Stock:


Name and Address			   Shares
 of					Beneficially
Beneficial Owner			   Owned    		Percent

Arch B. Gilbert			4,295,000 (1)		 30.26%
3221 Hulen Street, Suite C
Fort Worth, Texas  76107

(1)	Includes 100,000 shares owned by Arch B. Gilbert, 
A Professional Corporation.  Includes 6,000 shares 
owned by Jo Anne Gilbert, Mr. Gilbert's wife.  Does not 
include shares owned by Shannon Gilbert, Mr. Gilbert's 
adult daughter and shares owned by Devon Gilbert, Mr. 
Gilbert's adult daughter, which beneficial ownership 
Mr. Gilbert disclaims. 

(b)	The following table sets forth as of March 31, 1999 
certain information concerning shares beneficially owned by 
all directors and all directors and officers of the 
registrant as a group:  

	Amount and
    Name of	Nature of
    Beneficial	Beneficial	Percent 
 Title of Class 	        Owner          	Ownership 	of Class

Common Stock	Arch B. Gilbert	4,295,000	30.26%
Common Stock	All Officers and	4,295,000	30.26%
$0.001 Par Value	Directors as a Group
(2 persons)

<PAGE>

Item 13.	Certain Relationships and Related Transactions.


The Registrant shares the offices of Arch B. Gilbert, consisting 
of approximately 1,400 square feet, for which it paid total rent 
in the year 1998 of $15,600.  The Registrant also reimbursed Mr. 
Gilbert for 50% of his office and administrative expenses for the 
year ending December 31, 1998 and for direct out-of-pocket 
expenses incurred on behalf of the Company.  The total amount of 
such reimbursement was $29,400.  For the year 1998, Arch B. 
Gilbert, A Professional Corporation, whose sole stockholder is 
the President of the Company, was paid $61,000 for legal services 
rendered.  

In 1999, Mr. Gilbert may perform legal services on behalf of the 
Registrant although there are no present plans, agreements or 
understandings in regard to any such legal services.  If any such 
legal services are performed by Mr. Gilbert on behalf of the 
Company, he will be compensated at his usual hourly rates.

In 1998, Mr. Gilbert's wife performed consulting services for the 
Company for which she received total cash compensation of 
$36,000.  

The Company is not informed as to whether payments made to Mr. 
Gilbert and his wife were on terms as favorable as the Registrant 
might have obtained from unaffiliated parties.


<PAGE>
	PART IV

Item 14.	Exhibits, Financial Statement Schedules and Reports on 
Form 8-K.

(a)  1.	Financial Statements.

The following financial statements of the Company are 
included in Part II, Item 8:

Independent Auditor's Report

Consolidated Balance Sheets December 31, 1998 
and 1997

Consolidated Statements of Operations for the 
Years Ended December 31, 1998, 1997 and 1996

Consolidated Statements of Stockholders' 
Equity for the Years Ended December 31, 1998, 
1997 and 1996

Consolidated Statements of Cash Flows for the 
Years Ended December 31, 1998, 1997, and 1996

Notes to Consolidated Financial Statements

Supporting Schedules

2.	Financial Statement Schedules.  

Financial Statement Schedule II is included in 
Part II, Item 8.  All other schedules are omitted 
because they are not applicable, not required or 
because the required information is included in 
the financial statements or the notes thereto.  

3.   Exhibits.

The exhibits listed in the accompanying index to 
exhibits on Page 10 are filed as part of this report.  


(b)  Reports on Form 8-K.

No reports on Form 8-K were filed during the last 
quarter of the period covered by this report.


<PAGE>
	INTERWEST MEDICAL CORPORATION
	INDEX TO EXHIBITS
	ITEM 14(a)  


Exhibit			Description					Page

   3			Articles of Incorporation, Bylaws		  *

   4			Instruments defining the right of
  securities holders, including
  debentures						  *

  10			Material contracts					  *


*Pursuant to Rule 12b-32 under the Securities Exchange Act of 
1934, the Registrant hereby incorporates by reference its 
Registration Statement No. 2-82655 on Form S-18 and Exhibits to 
such Registration Statement, and which contains these documents 
which are also required to be filed as Exhibits to this Form 10-K.
<PAGE>

	SIGNATURES

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

INTERWEST MEDICAL CORPORATION



By:                                     
Arch B. Gilbert, President,
Chief Executive Officer,
Chief Financial Officer and
Chief Accounting Officer


Date:                                   


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.  



By:                                        
Arch B. Gilbert, Director


Date:                                      


1
[ARTICLE]				5
<TABLE>
<S>					<C>
[PERIOD-TYPE]				12-MOS
[FISCAL-YEAR-END]			DEC-31-1998
[PERIOD-END]				DEC-31-1998
[CASH]					460,329
[SECURITIES]				3,230,320
[RECEIVABLES]				2,166,810
[ALLOWANCES]				58,495
[INVENTORY]					0
[CURRENT-ASSETS]				5,962,519
[PP&E]					5,654,050
[DEPRECIATION]				1,890,769
[TOTAL-ASSETS]				10,164,646
[CURRENT-LIABILITIES]			2,133,198
[BONDS]					0
[COMMON]					20000
[PREFERRED-MANDATORY]			0
[PREFERRED]					0
[OTHER-SE]					3,453,174
[TOTAL-LIABILITY-AND-EQUITY]		10,164,646
[SALES]					11,085,259
[TOTAL-REVENUES]				11,957,570
[CGS]						0
[TOTAL-COSTS]				10,255,974
[OTHER-EXPENSES]				0
[LOSS-PROVISION]				0
[INTEREST-EXPENSE]			344,202
[INCOME-PRETAX]				1,357,394
[INCOME-TAX]				51,843
[INCOME-CONTINUING]			1,305,551
[DISCONTINUED]				0
[EXTRAORDINARY]				0
[CHANGES]					0
[NET-INCOME]				1,305,551
[EPS-PRIMARY]				.08
[EPS-DILUTED]				.08
</TABLE>