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, 1996.

	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


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 19, 1997, the aggregate market value of the 12,822,036 shares of 
voting Common Stock held by non-affiliates of the Company was approximately 
$1,442,479 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 19, 1997

Common Stock,                                           17,117,036
$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.



	FORM 10-K

	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 has invested funds in nursing homes, in residential real estate 
developments and in the oil business.  

All of the industries in which the Company has invested are extremely 
competitive in all phases.  Many of its competitors, both public and 
private, possess and employ financial and personnel resources substantially 
greater than those which are currently available to the Company.

Item 2. Properties.

Nursing Home Business

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, 1996, the 
Company had a cost of $3,407,508 in such facility.  In 1996, the facility had 
an operating income of $1,003,417.

Residential Development

The Company purchased a 2 acre parcel of land in Modesto, California at a 
cost of $243,558 for the location of a nursing home.  The Company decided not 
to build such nursing home but to develop the land for 12 residential lots.  
Two houses were built on this tract.  Ten lots and both houses have been sold.

The Company acquired a 148.73 acre tract of land in Miami County, Kansas at a 
cost of $176,328, for the purpose of developing 14 residential lots. Thirteen 
of the lots have been sold.

The Company, through a joint venture, acquired a 50% interest in 370 acres in 
Douglas County, Kansas, for the purpose of developing 33 residential lots, at
a cost of $175,000.  Twenty-nine lots have been sold.

Oil Business

The Company has acquired oil and gas leases and properties in the states of 
Texas, Oklahoma, Mississippiand Louisiana.  At December 31, 1996, the 
Company had a cost of $997,083 in such properties.

(a)     Oil and Gas Revenues.

A description of the Company's net quantity of oil and gas reserves is 
contained in the unaudited Supplemental Information of the accompanying 
financial statements.  Estimates of reserves are not presented 
as being based on estimates prepared or reviewed by independent consultants.
All such estimates were made in accordance with regulations promulgated 
by the Securities and Exchange Commission.  The referenced 
reserve reports are available for examination at the corporate headquarters.

The Company has no long-term supply or similar agreements with foreign 
governments or authorities.  No major discovery or other favorable or 
adverse event has caused a significant change in the estimated proved 
reserves.  The Company has not filed with or included in reports to any 
federal authority or agency, other than the SEC, any estimate of total 
proved net oil and gas reserves.  All of the Company's production, 
acreage and drilling activity is located in the United States.

The changes in proved developed reserves for 1994, 1995 and 1996 were as 
follows:
Petroleum           Natural
 Liquids              Gas
  (bbls)             (MCF)   

Reserves at December 31, 1993                     9,097    1,044,140
Extensions and discoveries                      225     12,662
Purchases of reserves-in-place           26,345    -   
Sale of reserves-in-place                       (   131)          
(    3,616)
Production                                              ( 3,525)          
(  180,696)
Revision of estimates                           ( 1,331)          (  207,800)

Reserves at December 31, 1994                    30,680 664,690



Production                                               (  6,654)          
(  121,967)
Revision of estimates                           ( 19,086)          97,677 

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 

The standardized measure of discounted estimated future net cash flows, and 
changes therein, related to proved oil and gas reserves are as follows 
(thousands of dollars) for 1996, 1995 and 1994:
	 1996    1995    1994   

Future cash inflows     $ 975   $1,251  $1,416
Future development and 
production costs        587     621     907
Future income tax expense         -       -       -   

Future net cash flows   $ 388   $  630  $  509
10% annual discount        60      159     111

Standardized measure of
discounted future cash flows    $ 328   $  471  $  398
 
Primary changes in standardized 
measure of discounted future 
net cash flow:
	 1996    1995    1994   

Net changes in prices and
production costs        $  88   $  218  ($  594)
Extensions, discoveries and 
improved recovery       -       -       29
Purchases of reserves-in-place  -       -       47
Sale of reserves-in-place       (    1) -       (     2)
Sales of oil and gas, net of 
production costs        (   78) (   118)        (   138)
Net change in income taxes      -       -       -
Revision of estimates   (  158) (    12)        (   101)
Accretion of discount   39      40      100
Other   (   33) (    55)            53

	($ 143) $   73  ($  606)

See the unaudited Supplemental Information in the accompanying financial
 statements for additional information.


(b)     Past Production and Average Sales Price.

Sales Price

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

  Oil     Gas
Year Ended                                          (  Bbls )   (  MCF  )

December 31, 1994       3,525   180,696

December 31, 1995       6,654   121,967

December 31, 1996       1,823    97,034

(2)     Average sales price and production costs:

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

December 31, 1994                  $17.15  $1.60        $ 6.90  $0.85

December 31, 1995                  $16.84        $1.71  $13.60  $0.78

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

(c)     Productive Wells and Producing Acres.

Registrant's interest in gross and net productive wells located on its 
properties as of December 31, 1996, was as follows:

Developed Acres
Wells           Gross   Net             Gross    Net  

Oil                       -0-   -0-         -0-           -0-  

Gas                       15            3.30        7,965.93  l,289.69

(d)     Undeveloped Acreage.

Gross and net acres covered by registrant's undeveloped properties 
as of December 31, 1996, were as follows:

Acres:

Gross:   6,915.764                      Net:     6,427.324

(e)     Productive and Dry Net Wells Drilled During 1996.

Exploratory Wells         Development Wells
    Production     Dry    Productive   Dry

1996                      -0-         1      -0-                -0-

(f)     Wells drilling at December 31, 1996:

Gross:  -0-                     Net:       -0-

Item 3. Legal Proceedings.

In the opinion of management, all litigation pertaining to the 
Company's long-term health care operations and oil and gas business 
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 1996, except for the election of directors.


	PART II

Item 5. Market for Registrant's Common Equity and Related 
Stockholder 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, 1995               $0.10000                        $0.1250
2nd Quarter, 1995               $0.10000                        $0.1250
3rd Quarter, 1995               $0.10000                        $0.1250
4th Quarter, 1995               $0.10000                        $0.1250

1st Quarter, 1996               $0.10000                        $0.1250
2nd Quarter, 1996               $0.10000                        $0.1250
3rd Quarter, 1996               $0.10000                        $0.1250
4th Quarter, 1996               $0.10000                        $0.1250

As of March 19, 1997, the approximate number of holders of 
Common Stock was 2,044.  No cash dividends had been paid as of 
December 31, 1996, 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,
	   1996        1995        1994        1993        1992    
Operating
Revenues  $9,283,774  $9,102,349  $8,505,792  $8,105,469
 $6,845,977
Net income (loss)  
($   49,282)  ($   47,877)  ($   53,452)  ($  458,122)  $319,025

Total Assets  
$8,333,614   $8,580,878  $8,690,373  $9,417,999  $9,204,914

Long-term debt  
$4,545,653  $4,559,472  $4,571,857  $4,582,958  $4,592,908

Per common share:

Net income (loss)  
($0.00)  ($0.00)  ($  0.00)  ($     0.02)  $     0.02
Cash
dividends
declared  $0.00  $0.00  $  0.00  $     0.00  $     0.00





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

(a)     Liquidity and Capital Resources:  


During the year 1994, the Company's cash decreased from 
$2,080,523 at the beginning of the period to $1,807,951 at the end 
of the period.  Accordingly, there was a net decrease in cash of 
($272,572), composed of net cash provided by operating activities of 
$l4,585, net cash used in investing activities of ($185,388) and net 
cash used in financing activities of ($101,769).

During the year 1995, the Company's cash increased from 
$1,807,951 at the beginning of the period to $2,096,886 at the end 
of the period.  Accordingly, there was a net increase in cash of 
$288,935.  This was attributable to an increase in cash provided by 
operating activities.

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.  


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 11% and is payable in 
monthly installments of $42,890.  It is anticipated that these 
payments will be made from revenues received by the operation of 
the Company's nursing home.

During 1996, the Company purchased as treasury shares a total of 
1,237,000 shares of its stock at an aggregate purchase price of 
$154,442.

(b)     Results of Operations:  

Operating profit for 1994 was $268,766, as compared to an 
operating loss of ($121,928) for 1993.  Net loss was ($53,452) for 
1994, as compared to net loss of ($458,122) for 1993.  

Operating profit for 1995 was $353,246, as compared to an 
operating profit of $268,766 for 1994.  The increase in profit was 
attributed to larger revenues from the Company's long-term health 
care facility.  Net loss was ($47,877) as compared to ($53,452) for 
1994.

Operating profit for 1996 was $360,059, as compared to an 
operating profit of $353,246 for 1995.  The increase in profit was 
attributed to larger revenues from the Company's long-term health 
care facility.  Net loss was ($49,282) in 1996 as compared to a loss 
of ($47,877) in 1995.  

The revenues derived from each segment of the Company's 
businesses are as follows:  Long-term health care - $8,903,359; real 
estate development and construction - $104,533 and oil and gas - 
$275,882.

(c)     Effects of Inflation:   

The Company is of the view that inflation did not affect its operations 
in 1996 and should not in 1997.

Item 8. Financial Statements and Supplementary Data.  

		Page No.

Independent Auditor's Report    12

Consolidated Balance Sheets December 31, 1996 and 1995  13

Consolidated Statements of Operations for Years Ended 
December 31, 1996, 1995 and 1994  15

Consolidated Statements of Stockholders Equity for Years Ended 
December 31, 1996, 1995 and 1994 16

Consolidated Statements of Cash Flows for Years Ended 
December 31, 1996, 1995 and 1994  17

Notes to Consolidated Financial Statements    19

Supporting Schedules    29


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, 1996.


	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, 
1996 and 1995, and the related consolidated statements of 
operations, stockholders' equity and cash flows for each of the years 
in the three year period ended December 31, 1996. Our audits also 
included the financial statement schedule II for each of the years in 
the three year period ended December 31, 1996.  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, 
1996 and 1995, and the consolidated results of their operations and 
their cash flows for each of the years in the three year period ended 
December 31, 1996 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 7, 1997


	INTERWEST MEDICAL CORPORATION   (1 of 2)
	CONSOLIDATED BALANCE SHEETS
	DECEMBER 31, 1996 AND 1995



	   1996           1995   
		  ASSETS

CURRENT ASSETS
Cash, including interest bearing 
	accounts, 1996 - $1,954,527; 
	1995 - $1,939,383       $2,094,563      $2,096,886
Accounts receivable - trade, 
	net of allowance for doubtful 
	accounts, 1996 - $51,178; 
	1995 - $43,638  1,631,439       1,428,778
Prepaid expenses and 
	other receivables           73,335          50,334

Total current assets     3,799,337        3,575,998

REAL ESTATE DEVELOPMENT 
AND CONSTRUCTION COSTS  121,582      226,659

INVESTMENTS
Investment in joint venture     -       45,960
Common stock, at cost 
which approximates market              -             28,750

	-       74,710
PROPERTY AND EQUIPMENT, at cost
Land                    176,442 176,442
Buildings and improvements      3,786,294       3,784,989
Equipment and furniture 645,876 607,943
Oil and gas properties (successful
efforts method of accounting)      997,083       1,231,776

	5,605,695       5,801,150
Less accumulated depreciation 
	and depletion    1,501,730       1,415,395

	  4,103,965       4,385,755

OTHER ASSETS
Cash escrow accounts    34,975  35,829
Deferred financing costs, net      273,755         281,927

	   308,730         317,756

TOTAL ASSETS    $8,333,614      $8,580,878


	INTERWEST MEDICAL CORPORATION   (2 of 2)
	CONSOLIDATED BALANCE SHEETS
	DECEMBER 31, 1996 AND 1995



	   1996            1995    
   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Current maturities of long-term debt    $  13,818       $   12,385
Accounts payable        508,621 617,874
Accrued salaries        543,697 515,612
Other accrued liabilities         142,032           92,018

Total current liabilities       1,208,168         1,237,889





LONG-TERM DEBT  4,545,653         4,559,472





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 deficit        ( 1,906,428)    ( 1,857,146)

	2,912,317       2,961,599

Less cost of shares held in 
	the treasury, 1996 2,882,964;
	1995 1,645,964     332,524         178,082


	 2,579,793       2,783,517





TOTAL LIABILITIES 
AND STOCKHOLDERS' EQUITY        $8,333,614      $8,580,878


	INTERWEST MEDICAL CORPORATION
	CONSOLIDATED STATEMENTS OF OPERATIONS
	YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994



	    1996            1995            1994   

REVENUES
	Net patient 
		service revenue $8,903,359   $8,758,711   $7,993,949
	Other revenue      380,415         343,638         511,843

Total revenue   9,283,774       9,102,349       8,505,792

COSTS AND EXPENSES
Professional 
	care of patients        4,796,723       4,497,782       4,234,478
General services        1,783,758       1,578,723       1,471,813
Administrative services 1,320,204       1,550,293       1,510,862
Other costs     731,981 737,377 586,488
Depreciation, depletion 
and amortization           291,049         384,928         433,385

Income from operations  360,059 353,246 268,766

OTHER INCOME (EXPENSES)
Income from 
	litigation settlement   -       -       6,706
Equity in joint 
	venture operations      12,313  28,530  14,083
Gain on sale of assets  -       -       128,430
Interest income 80,638  73,705  33,003
Interest expense        (  502,292)     (  503,358)     (  504,440)

Loss before 
	taxes on income         (   49,282)     (   47,877)     (   53,452)

Provision for income taxes          -                -               -          

Net loss        ($  49,282)     ($  47,877)     ($  53,452)


Net loss per share      ($    0.00)     ($    0.00)     ($    0.00)


	INTERWEST MEDICAL CORPORATION
	CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
	YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994




	   Common Stock         Additional 
	Number of       Par     Paid-in  Retained       Treasury
	  Shares        Value     Capital        Deficit         Stock  

Balance, 
December 31,
1993    20,000,000  $20,000  $4,798,745  ($1,755,817)  ($59,755)

Net loss                                (    53,452)

Purchase 
of 
828,000 
shares 
of common 
stock                                                           ( 91,819)

Balance, 
December 31, 
1994    20,000,000   20,000   4,798,745   ( 1,809,269)   (151,574)

Net loss                                (    47,877)

Purchase 
	of 
	217,000 
	shares
	of common
	stock                                                           ( 26,508)

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


	INTERWEST MEDICAL CORPORATION
	CONSOLIDATED STATEMENTS OF CASH FLOWS
	YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


	   1996            1995            1994    

CASH FLOWS FROM 
OPERATING ACTIVITIES:
Cash received from 
customers/patients      $9,045,079      $9,244,777      $8,553,846
Interest received       80,638  73,705  33,003
Litigation settlement   -       -       6,706
Cash paid to suppliers 
and employees   ( 8,220,967)    ( 7,975,413)    ( 8,074,242)
Interest paid   (   502,292)    (   503,358)    (   504,728)

Net cash provided by 
operating activities    402,458 839,711 14,585

CASH FLOWS FROM 
INVESTING ACTIVITIES:
Collections of 
	notes receivable        -       -       14,543
Purchase of property 
and equipment   (   352,675)    (  586,159)     (   557,899)
Proceeds from 
	sale of property        55,595  -       290,782
Purchase of investments -       -       (    10,000)
Mortgage escrow 
	deposits, net   854     (   13,808)     (    12,804)
Received from 
	escrow accounts -       -       36,990
Receipts from 
	joint ventures      58,273          86,799          53,000

Net cash used in
investing activities    (   237,953)    (   513,168)    (   185,388)

CASH FLOWS FROM 
FINANCING ACTIVITIES:
Payments on debt        (    12,386)    (    11,100)    (     9,950)
Purchase of 
	treasury stock  (   154,442)    (    26,508)    (    91,819)

Net cash used in 
financing activities    (   166,828)    (    37,608)    (   101,769)

Net increase 
	(decrease) in cash      (     2,323)    288,935 (   272,572)

Cash, beginning of period   2,096,886   1,807,951   2,080,523

Cash, end of period     $2,094,563      $2,096,886      $1,807,951


	INTERWEST MEDICAL CORPORATION
	CONSOLIDATED STATEMENTS OF CASH FLOWS
	YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994



	  1996            1995             1994   

RECONCILIATION OF NET LOSS 
TO NET CASH PROVIDED BY 
OPERATING ACTIVITIES:

Net loss        ($ 49,282)      ($ 47,877)      ($ 53,452)

Adjustments to reconcile net
loss to net cash provided 
by operating activities:

Gain on sale of property        (  36,034)      -       ( 128,430)
Depreciation and 
	amortization    291,049 384,928 433,385
Abandonments    332,027 394,319 149,423
Equity in joint 
	venture operations      (  12,313)      (  28,530)      (  14,083)
(Increase) decrease 
in accounts receivable  ( 202,661)      142,428 48,054
(Increase) decrease in 
	prepaid expenses and 
	other receivables       5,749   (  15,127)      30,065
Decrease in real estate 
development costs       105,077 23,580  122,028
Decrease in other investments   -       10,000  -     
Decrease in accounts payable    ( 109,253)  ( 139,631)   ( 814,290)
Increase (decrease) 
in accrued liabilities    78,099         115,621         241,885

Net cash provided by
operating activities    $402,458        $839,711        $  14,585



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.  






NOTE 1.   SIGNIFICANT ACCOUNTING POLICIES

The accounting policies relative to property and equipment and 
investment in common stock are 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 1995 and 1994 captions 
to conform to the 1996 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

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.  

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.  

The fair value of debt is estimated as the discounted amount of future 
cash flows using a current incremental borrowing rate of 9.5% for 
similar liabilities.  

	Carrying        Fair   
	  Amount           Value    

Long-term debt - 1996   $4,559,471      $5,198,252
Long-term debt - 1995   $4,571,857      $5,210,638

Investments at December 31, 1995 consisted of ownership interests 
in privately held entities with no quoted market prices.  An estimate 
of fair value cannot be made without incurring excessive costs.  

Revenue

Patient service revenue is reported at the estimated net realizable 
amounts from patients, third-party payors, and others for service 
rendered.  

Revenue under third-party payor agreements is subject to audit and 
retroactive adjustment.  Provisions for estimated third-party payor 
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.  


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 nondeductible write-downs of real estate development 
costs to net realizable value.  

Net Income (Loss) Per Common Share

Net income (loss) per common share was computed based on the 
weighted average number of common shares outstanding for the 
period.  Common stock equivalents have not been included since the 
effect of inclusion would be antidilutive.  

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.  

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.  

NOTE 1.   SIGNIFICANT ACCOUNTING POLICIES - continued

Stock-based Compensation - continued

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 
1996, 1995 or 1994.  


NOTE 2.   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. 

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.  

No options are outstanding at December 31, 1996.


NOTE 3.   RELATED PARTY TRANSACTIONS

During the years ended December 31, 1996, 1995 and 1994, Arch B.
Gilbert, a professional corporation, whose sole stockholder is 
president of the Company, was paid $9,000 , $21,500, and $26,550, 
respectively, for legal services rendered.  


NOTE 3.   RELATED PARTY TRANSACTIONS - continued

During the years ended December 31, 1996, 1995 and 1994, the 
above corporation was reimbursed $47,068 , $56,056, and $51,168, 
respectively, for expenses incurred on behalf of the Company. 

Included in other receivables at December 31, 1996 is $28,750 due 
from the Company's president from the sale of common stock 
investments to the president.  No gain or loss was recognized from 
the sale.  


NOTE 4.   FEDERAL INCOME TAXES

The Company adopted the provisions of Statement of Financial 
Accounting Standards No. 109, "Accounting for Income Taxes," 
effective January 1, 1995.  Adoption of this standard did not 
materially impact the Company's consolidated financial statements.  

The Company had no income tax provision in 1996, 1995 or 1994, 
and no significant differences between the tax provisions and the 
amounts computed using statutory rates.  

At December 31, 1996, the Company had unused operating loss 
carryforwards available to offset future income for tax reporting 
purposes of approximately $1,795,000 which ultimately expires in 
2011.  

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

The tax effects of net operating loss carryforwards and temporary 
differences at December 31, 1996 and 1995 that give rise to 
significant portions of deferred tax assets and deferred tax liabilities 
are as follows:

	   1996            1995   
Deferred tax assets
Net operating loss carryforwards        $ 610,386       $ 585,868
Real estate valuations  17,480  28,159
Other      17,400          14,838

	645,266 628,865
Deferred tax liabilities        -       -   
Valuation allowance     (  645,266)     (  628,865)

Total deferred taxes, net       $    -          $    -   


NOTE 4.   FEDERAL INCOME TAXES - continued

During 1996 and 1995, the valuation allowance increased $16,401
 and $16,207, respectively.   


NOTE 5.   LONG-TERM DEBT

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

	  1996            1995   
Mortgage loan for financing of a nursing home constructed in Colton, 
California.  The mortgage loan bears interest at 11%, is due in 
monthly installments of $42,890 (principal and interest), matures in 
June, 2030 and is secured by real estate
      $4,559,471      $4,571,857

Less current maturities     13,818          12,385

	$4,545,653      $4,559,472

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

1997    13,818
1998    15,417
1999    17,201
2000    19,192
2001    21,412
2002 and thereafter     4,472,431


NOTE 6.   LITIGATION SETTLEMENT

In April, 1991, the Company reached an agreement pursuant to 
litigation in connection with the sale of a skilled nursing facility in 
Vista, California in January 1990.  The agreement specified that the 
Company receive $350,000 plus interest in settlement of all claims 
asserted.  The settlement is recognized in the accompanying financial 
statement as income upon receipt of the settlement amount. Under 
terms of the agreement, the Company received $75,000 at the 
settlement date and received monthly payments of $10,000 until the 
balance plus interest had been paid. 

NOTE 7.   SEGMENTED INFORMATION 

The Company's operations are 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 1996, 1995, 
and 1994:  
		       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

NOTE 7.   SEGMENTED INFORMATION - continued

		       1995                   
	Real Estate
Long-term       Development
Health       and        Oil and
   Care         Construction      Gas   Consolidated
Sales to 
	unaffiliated 
	customers       $8,758,711      $    22,091     $321,547        
$9,102,349

Operating 
	income (loss)   $1,143,251      ($     9,844)   ($549,500)      
$  583,907

Other income                            102,235

General 
	corporate 
	expenses                                (  230,661)
Interest expenses                               (  503,358)

Loss before 
	income taxes                            ($  47,877)

Identifiable 
	assets  $5,318,673      $  272,619      $863,795        
$6,455,087

Corporate assets                                 2,125,791

Total Assets 
	at 12/31/95                             $8,580,878

Capital 
	expenditures    $   33,865      $    -          $552,294        
$  586,159

Depreciation, 
	depletion
and 
amortization    $  219,323      $    -          $165,605        $  384,928



NOTE 7.   SEGMENTED INFORMATION - continued

		       1994                   
	Real Estate
Long-term       Development
Health       and        Oil and
   Care         Construction      Gas   Consolidated

Sales to 
	unaffiliated 
	customers       $7,993,949      $   162,012     $349,831        
$8,505,792

Operating 
	income (loss)   $  799,018      $    34,505     ($205,192)      
$  628,331
Other income                             53,792
General 
	corporate 
	expenses                                (  231,135)
Interest expenses                               (  504,440)

Loss before 
	income taxes                            ($  53,452)

Identifiable 
	assets  $5,579,515      $   354,468     $919,503        
$6,853,486

Corporate assets                                 1,836,887

Total Assets 
	at 12/31/94                             $8,690,373

Capital 
	expenditures    $   111,358     $      -        $446,541        
$  557,899

Depreciation, 
	depletion
and 
amortization    $   208,913     $      -        $224,472        $  433,385


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 1995, covering 
substantially all of its employees.  Contributions to the plan in 1996 
and 1995 totaled $21,216 and $13,866, respectively.  





	INTERWEST MEDICAL CORPORATION
	SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS




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

Allowance 
	for 
	doubtful 
	accounts

Year ended
December 31,
1994    $  59,600       $ 19,499        $  -    $  38,826       $  40,273


Year ended
December 31, 
1995    $  40,273       $ 40,496        $  -    $  37,131       $  43,638


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



	INTERWEST MEDICAL CORPORATION
	SUPPLEMENTAL INFORMATION



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 not 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 (all of which are located in the United States) are as 
follows:

	Petroleum       Natural 
	Liquids         Gas   
	  (bbls)         (MCF)  
December 31, 1994 - 
	proved developed reserves       30,680  664,690

December 31, 1995 - 
	proved developed reserves       4,940   640,400

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


	INTERWEST MEDICAL CORPORATION
	SUPPLEMENTAL INFORMATION



The changes in proved developed reserves for 1994, 1995 and 1996 
were as follows:

	Petroleum       Natural  
	Liquids         Gas     
	  (bbls)          (MCF)  

Reserves at December 31, 1993       9,097       1,044,140

Extensions and discoveries      225     12,662
Purchases of reserves-in-place  26,345  -   
Sale of reserves-in-place       (      131)     (    3,616)
Production      (    3,525)     (  180,696)
Revision of estimates   (    1,331)     (  207,800)

Reserves at December 31, 1994   30,680  664,690

Production      (    6,654)     (  121,967)
Revision of estimates   (   19,086)        97,677

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

The standardized measure of discounted estimated future net cash 
flows, and changes therein, related to proved oil and gas reserves 
(thousands of dollars) for 1996, 1995 and 1994 are as follows:

	  1996            1995            1994  

Future cash inflows     $   975 $1,251  $1,416
Future development and 
	production costs        587     621     907
Future income tax expense          -       -       -   

Future net cash flows   388     630     509
10% annual discount          60     159    111

Standardized measure of 
discounted future cash flows    $   328 $   471 $  398


	INTERWEST MEDICAL CORPORATION
	SUPPLEMENTAL INFORMATION



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

	 1996    1995    1994  

Net changes in prices 
	and production costs    $  88   $  218  ($ 594)
Extensions, discoveries 
and improved recovery   -       -       29
Purchases of reserves-in-place  -       -       47
Sale of reserves-in-place       (    1) -       (    2)
Sales of oil and gas, 
net of production costs (   78) (  118) (  138)
Net change in income taxes              -       -    
Revision of estimates   (  158) (   12) (  101)
Accretion of discount   39      40      100
Other   (   33) (   55)    53

	($ 143) $  73   ($ 606)

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.  


	INTERWEST MEDICAL CORPORATION
	SUPPLEMENTAL INFORMATION



The aggregate amounts of capitalized costs relating to oil and gas 
producing activities and the related accumulated depletion and 
depreciation as of December 31, 1996, 1995 and 1994 were as 
follows (thousands of dollars):

	 1996    1995    1994   

Proved properties       $   488 $  656  $1,198
Unproved properties, 
including wells in progress     509     576     302
Accumulated depletion
and depreciaton (    301)       (   406)        (   666)

    Net capitalized costs       $   696 $   826 $  834


The costs, both capitalized and expensed, incurred in oil and gas 
producing activities during the three years ended December 31, 1996, 
1995 and 1994 were as follows (thousands of dollars):

		 1996    1995    1994  

Property acquisition costs      $  240  $  431  $  413
Exploration costs       43      170     85
Development costs       -       -       -  

Results of oil and gas operations in the aggregate for the three years 
ended December 31, 1996, 1995 and 1994 were as follows:

		  1996            1995            1994   

Revenues        $216,072        $321,547        $349,831

Production costs        138,120 203,803 211,927
Exploration expense     332,027 501,639 166,321
Depreciation and depletion      68,424  165,605 224,472
Income taxes    -       -       -   
Other     65,288             -          (  47,697)

		 603,859         871,047         555,023

Net oil and gas loss    ($387,787)      ($549,500)      ($205,192)


	INTERWEST MEDICAL CORPORATION
	SUPPLEMENTAL INFORMATION



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, 1994               3,525   180,696

December 31, 1995               6,654   121,967

December 31, 1996               1,823   97,034


(b)     Average sales price and production costs:

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

      Year Ended      

December 31, 1994       $17.15  $1.60   $  6.90 $  .85

December 31, 1995       $16.84  $1.71   $13.60  $  .78

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





	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         63              1983 (1)        President,
Secretary,
Treasurer &
Director
  
Terry M. Gallagher, M.D.        58              1983 (1)        Director

	(1) Date of incorporation

(b)     Identification of Executive Officers:  

Name                                    Position                Age

Arch B. Gilbert         President,              63
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. 

Terry M. Gallagher, M.D. received his M.D. degree from the 
University of Michigan Medical School in 1964 and his Master of 
Science degree from Rackham Graduate School in 1969.  He did his 
residency at the University of Michigan Hospital in 1970.  From 1970 
to 1972, he was a medical officer in the Air Force.  In 1971, he 
received his Board Certification from the American Board-
Otolaryngology.  From 1972-1974, he was an Assistant Professor of 
Surgery (Otolaryngology) at the University of Missouri Medical 
School, Columbia, Missouri.  Since 1974, he has
been in private practice (Otolaryngology) in Fort Worth, Texas. He is a 
diplomat of American Board-Otolaryngology, Head and Neck Surgery, 
a Fellow of American College of Surgeons and a Clinical Assistant 
Professor of Surgery (Otolaryngology) at the University of Texas 
Medical School, San Antonio, Texas.  He is a member of the Tarrant 
County Medical Association, Texas Medical Association and American 
Medical Association.  He is an organizer and member of the Fort 
Worth Day Surgery Center.  

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

No personal meetings of the directors took place in 1996. 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, 1995, 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, 1996, 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.  

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

(a)  The following table sets forth, as of March 19, 1997, 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)            23.13%
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 252,000 shares owned 
by Shannon Gilbert, Mr. Gilbert's adult daughter and 252,000 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 19, 1997 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       23.13%
$0.001 Par Value

Common Stock    Terry M. Gallagher, M.D.        -0-     0.00%
$0.001 
Par Value

Common Stock    All Officers and        4,295,000       23.13%
$0.001 Par Value        Directors as a Group
(2 persons)


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 1996 of $15,600.  The Registrant also reimbursed Mr. Gilbert for 
50% of his office and administrative expenses for the year ending 
December 31, 1996 and for direct out-of-pocket expenses incurred on 
behalf of the Company.  The total amount of such reimbursement was 
$31,468.  For the year 1996, Arch B. Gilbert, A Professional 
Corporation, whose sole stockholder is the President of the Company, 
was paid $9,000 for legal services rendered.  

In 1997, 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 1996, 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.



	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, 1996 and 1995

Consolidated Statements of Operations for the Years Ended 
December 31, 1996, 1995 and 1994

Consolidated Statements of Stockholders' Equity for the Years 
Ended December 31, 1996, 1995 and 1994

Consolidated Statements of Cash Flows for the Years 
Ended December 31, 1996, 1995, and 1994

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.




	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.


	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:                                      



By:                                        
Terry M. Gallagher, Director


Date:                                      



1





12The Notes to Consolidated Financial Statements  are an integral 
part of these statements.18INTERWEST MEDICAL 
CORPORATIONNOTES TO CONSOLIDATED FINANCIAL 
STATEMENTS41