SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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       0-18592

MERIT MEDICAL SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)

Utah                                        87-0447695
(State or other jurisdiction                   (I.R.S. Identification No.)
of incorporation or organization)

1600 West Merit Park Way, South Jordan UT, 84095
(Address of Principal Executive Offices)

(801) 253-1600
(Registrant's telephone number, including area code)

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

Yes  x    No

Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date.

Common Stock                                                  6,912,742
TITLE OR CLASS                                Number of Shares Outstanding at
August 13, 1996

MERIT MEDICAL SYSTEMS, INC.

INDEX TO FORM 10-Q

PART I.   FINANCIAL INFORMATION                                       PAGE

Item 1.  Financial Statements

Consolidated Balance Sheets as of June 30, 1996
and December 31, 1995  . . . . . . . . .                      1

Consolidated Statements of Operations for the three
and six months ended June 30, 1996 and 1995 . . . . . .       3

Consolidated Statements of Cash Flows for the six months
ended June 30, 1996 and 1995 . . . . . .                      4

Notes to Consolidated Financial Statements                    6

Item 2.  Management's Discussion and Analysis of 
Financial Condition and Results of Operations. . . . . . 7

PART II.  OTHER INFORMATION

Item 4.    Submission of Matters to a Vote of Security Holders    9

Item 6.    Exhibits and Reports on Form 8-K.                     10

SIGNATURES . . . . . . . . . . . . . . . . . . . .                     10

PART I - FINANCIAL INFORMATION

ITEM 1:  Financial Statements

MERIT MEDICAL SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996 AND DECEMBER 31, 1995

June 30,
1996          December 31,
ASSETS                                         (Unaudited)          1995
CURRENT ASSETS:                                -----------      ------------
Cash                                         $    428,781      $    270,841
Trade receivables - net                         7,379,586         6,727,960
Employee and related party receivables            328,524           363,266
Irish Development Agency grant receivable         305,198           544,725
Inventories                                    12,985,549        12,156,795
Prepaid expenses and other assets                 704,175           403,414
Deferred income tax assets                        655,609           655,609
----------        ----------
Total current assets                           22,787,422        21,122,610
----------        ---------- 
PROPERTY AND EQUIPMENT:
Land                                              595,904           595,959
Building                                          985,013           782,195
Automobiles                                       139,491           174,651
Manufacturing equipment                         8,429,197         7,959,952
Furniture and fixtures                          3,175,558         3,005,093
Leasehold improvements                          3,134,087         3,087,602
Construction-in-progress                        3,148,687         1,465,945
----------        ----------
Total                                          19,607,937        17,071,397
Less accumulated depreciation
and amortization                             (6,594,026)       (5,479,589)
----------       -----------
Property and equipment - net                   13,013,911        11,591,808
----------       ----------- 
OTHER ASSETS:
Intangible assets - net                         1,749,469         1,463,885
Deposits                                           38,518            46,984
Prepaid royalty - net                             235,714           278,571
---------         ---------
Total other assets                              2,023,701         1,789,440
------------       -----------
TOTAL                                        $ 37,825,034      $ 34,503,858
============      ============

Continued on Page 2
See Notes to Consolidated Financial Statements

MERIT MEDICAL SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS (Continued)
JUNE 30, 1996 AND DECEMBER 31, 1995

LIABILITIES AND STOCKHOLDERS' EQUITY             June 30,
1996             December 31,
(Unaudited)             1995
CURRENT LIABILITIES:                           ----------         ------------- 
Line of credit                               $ 4,626,283           $ 5,871,539
Current portion of long-term debt               1,073,585               778,088
Trade payables                                  2,573,332             3,056,289
Accrued expenses                                2,178,048             1,715,075
Advances from employees                            95,907                52,863
Income taxes payable                              178,825               129,785
-----------           -----------
Total current liabilities                      10,725,980            11,603,639

DEFERRED INCOME TAX LIABILITIES                   572,650               616,652

LONG-TERM DEBT                                  4,339,453             1,778,953

DEFERRED CREDITS                                  961,621             1,066,513
----------           ----------- 
Total liabilities                              16,599,704            15,065,757
----------           -----------
MINORITY INTEREST IN SUBSIDIARY                   276,262               173,576
----------           -----------
STOCKHOLDERS' EQUITY:
Common stock - no par value;
10,000,000 shares authorized;
6,899,080 and 6,786,239 shares
issued at June 30, 1996
and December 31, 1995, respectively         13,793,066            13,088,265
Retained earnings                               7,172,534             6,153,629
Foreign currency translation adjustment           (16,532)               22,631
----------            ----------
Total stockholders' equity                     20,949,068            19,264,525
----------            ----------
TOTAL                                        $ 37,825,034          $ 34,503,858
============          ============

See Notes to Consolidated Financial Statements

MERIT MEDICAL SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1996 and 1995    (Unaudited)

Three Months Ended                     Six Months Ended
June 30,                             June 30,
------------------                     -----------------
1996             1995                  1996            1995
-------          -------               -------         --------   

SALES                           $ 12,652,128      $10,673,727         $ 24,782,143     $ 20,405,204

COST OF SALES                      7,431,664        6,275,619           14,444,334       12,187,148

GROSS PROFIT                       5,220,464        4,398,108           10,337,809        8,218,056

OPERATING EXPENSES:
Selling, general and 
administrative                   3,621,522        3,440,544            7,039,554        6,482,154
Research and development             575,469          541,369            1,191,313        1,063,473
------------       ----------         ------------      -----------
TOTAL                              4,196,991        3,981,913            8,230,867        7,545,627
------------       ----------         ------------      ----------- 

INCOME FROM OPERATIONS             1,023,473          416,195            2,106,942          672,429

OTHER EXPENSE                        184,132          105,699              346,746          148,905
------------       ----------         ------------      -----------
INCOME BEFORE INCOME TAX EXPENSE     839,341          310,496            1,760,196          523,524

INCOME TAX EXPENSE                   312,743           60,020              638,605          218,878

MINORITY INTEREST IN (INCOME)
LOSS OF SUBSIDIARY                  (40,140)          (1,516)            (102,686)           7,782
------------       ----------         ------------      -----------    
NET INCOME                       $   486,458      $   248,960          $ 1,018,905     $    312,428
============      ===========         ============     ============
NET INCOME PER COMMON
AND COMMON EQUIVALENT SHARE     $       .07      $       .04          $       .15     $        .05
============      ===========         ============     ============ 
WEIGHTED AVERAGE NUMBER OF
COMMON AND COMMON EQUIVALENT
SHARES OUTSTANDING                7,107,358        6,864,474            7,024,424        6,864,600
============      ===========         ============     ============

See Notes to Consolidated Financial Statements

MERIT MEDICAL SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 and 1995   (Unaudited)

June 30,       June 30,
1996           1995
----------     ----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                           $ 1,018,905    $ 312,428
-----------    ---------  
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization                       1,204,057       969,583
Bad debt expense                                       14,143        17,998
Losses on sales and abandonment of
property and equipment                                 2,150           695
Deferred income taxes                                   (44,002)     (261,053)
Minority interest in income (loss) of subsidiary        102,686        (7,782)
Tax benefit attributable to appreciation of
common stock options exercised                                        9,846
Changes in operating assets and liabilities:
Trade receivables                             (665,769)     (926,447)
Employee and related party receivables          34,742         8,162
Irish Development Agency grant receivable     (119,100)     (298,695)
Inventories                                   (828,754)   (1,541,331)
Prepaid expenses                              (300,761)     (344,859)
Deposits                                         8,466        47,620
Trade payables                                (482,957)      301,345
Accrued expenses                               462,973       473,647
Advances from employees                         43,044        40,280
Income taxes                                    49,040       185,871
Other                                          (39,163)       21,174
-----------   -----------
Total adjustments                                      (559,205)   (1,303,946)
-----------   -----------
Net cash provided by (used in) operating activities     459,700      (991,518)
-----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Construction advances receivable                                  2,184,630
Property and equipment                             (1,230,254)   (3,495,864)
Intangible assets                                    (326,888)      (11,084)
-----------   -----------
Net cash used in investing activities                (1,557,142)   (1,322,318)
-----------   -----------

Continued on page 5
See Notes to Consolidated Financial Statements

MERIT MEDICAL SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995    (Unaudited)

June 30,           June 30,
1996                1995
CASH FLOWS FROM FINANCING ACTIVITIES:           ---------          ---------
Proceeds from:
deferred credits                              320,404
line of credit                                                    851,971
issuance of common stock                      704,801             312,047
long-term debt                             2,200,000           1,508,658
Principal payments on:
long-term debt                               (689,833)           (275,918)
line of credit                             (1,245,256)
deferred credit                               (34,734)
----------          ----------
Net cash provided by financing activities       1,255,382           2,396,758
----------          ----------
NET INCREASE IN CASH                              157,940              82,922

CASH AT BEGINNING OF PERIOD                       270,841             155,836
----------          ----------
CASH AT END OF PERIOD                          $  428,781          $  238,758
==========          ==========  
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Cash paid during the period for interest
(including capitalized interest of 
$85,291 and $72,092, respectively)          $  315,065          $  173,558
==========          ==========
Income taxes                                   $  633,567          $  294,060
==========          ==========
SUPPLEMENTAL DISCLOSURE OF NONCASH
INVESTING AND FINANCING ACTIVITIES:

During the six months ended June 30, 1996 and 1995 the  Company  issued  notes
payable  totaling  $1,345,830  and  $488,714  respectively,   for  manufacturing
equipment, furniture and fixtures, land and building.

.

See Notes to Consolidated Financial Statements

MERIT MEDICAL SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  Basis of  Presentation.  In the  opinion  of  management,  the  accompanying
consolidated  financial  statements contain all adjustments,  consisting only of
normal recurring  accruals,  necessary for a fair  presentation of the financial
position of the  Company as of June 30,  1996 and  December  31,  1995,  and the
results of its operations and cash flows for the three and six months ended June
30, 1996 and 1995.  The results of operations for the three and six months ended
June 30, 1996 and 1995 are not necessarily  indicative of the results for a full
year period.

2.  Inventories. Inventories at June 30, 1996 and December 31, 1995 consisted of
the following:

June 30,  December 31,
1996        1995
---------  ------------
Raw materials                            $ 2,922,431  $3,091,679
Work-in-process                            4,693,133   3,337,315
Finished goods                             5,369,985   5,727,801 
-----------  ----------
Total                                    $12,985,549 $12,156,795
=========== ===========

3. Income Taxes. For the three months ended June 30, 1995 the effective tax rate
is lower  than the  federal  statutory  tax rate due to the  recognition  of tax
benefits of  approximately  $82,000 relating to losses incurred by the Company's
foreign subsidiaries prior to April 1, 1995.

MERIT MEDICAL SYSTEMS, INC.

ITEM 2:

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Operations.  The Company achieved significant  increases in sales and income for
the three and six months  ended June 30, 1996  compared  to the same  periods in
1995. The following table sets forth certain operational data as a percentage of
sales for the three and six months ended June 30, 1996 and 1995:

Three Months Ended        Six Months Ended
June 30,                  June 30,
---------                 ---------
1996       1995           1996      1995
------     ------         ------    ------
Sales                       100.0 %    100.0 %        100.0 %   100.0 %
Gross Margin                 41.3       41.2           41.7      40.3
Operating Expenses           33.2       37.3           33.2      37.0
Income From Operations        8.1        3.9            8.5       3.3
Other Expense                 1.5        1.0            1.4        .7
Net Income                    3.8        2.3            4.1       1.5

Sales. Sales for the second quarter and for the six months of 1996 increased 19%
and 21%  respectively,  compared to the same periods for 1995.This  increase was
largely  attributable  to growth of 22% and 29% in the sales of custom  kits for
the three and six months ended June 30, 1996 respectively,  when compared to the
same  periods  for 1995.  Custom kits  represented  56% and 54% of sales for the
three  months  ended June 30,  1996 and 1995,  respectively.  For the six months
ended  June 30,  1996 and 1995,  custom  kits  represented  57% and 53% of total
sales,  respectively.  In March 1995, the Company began transitioning from sales
through a dealer  network in Germany,  France,  the U.K. and Ireland to a direct
sales force. Direct  international sales in these countries for the three months
ended June 30, 1996 was $1.3 million compared to $355,671 for the same period in
1995,  an  increase  of 256%.  For the six  months  ended June 30,  1996  direct
international sales was $2.4 million compared to $362,731 for the same period in
1996, an increase of 573%.

Gross Margin.  Gross margin as a percentage  of sales for the second  quarter of
1996 was 41.3% compared to 41.2% for the same period in 1995. For the six months
ended June 30,  1996,  gross  margin was 41.7% as compared to 40.3% for the same
period in 1995.  The increase in gross margin for the three and six months ended
June 30, 1996 was primarily due to  manufacturing  efficiencies and economies of
scale  achieved in the  Company's  new  facility in South  Jordan,  Utah.  Gross
margins were also favorably impacted by increased direct sales in Western Europe
at retail prices compared to wholesale prices to dealers as the Company replaced
it's dealers with a direct sales force in Germany, France, the U.K. and Ireland.
Sentir, the Company's  semiconductor  subsidiary,  also contributed to the gross
margin  improvement  due to economies of scale on higher sales volume with gross
margins of approximately 48%.

MERIT MEDICAL SYSTEMS, INC.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND RESULTS OF
OPERATIONS (Continued)

Operating  Expenses.  Operating  expenses  decreased  to 33.2% of sales  for the
second  quarter and for the first six months of 1996 compared to 37.3%and  37.0%
for the same periods in 1995.  The  improvement in both periods is primarily due
to economies of scale  associated with increasing sales volumes and a continuing
Company  wide  focus  on  achieving  greater  individual  productivity.  Product
research and development expenses were 4.5% and 4.8% of sales, respectively, for
the three and six months ended June 30, 1996,  compared to 5.1% and 5.2% for the
same  periods in 1995.  Such  expenses  are  expected to be  approximately  five
percent of sales on an annual basis.

Operating  Income.  During the quarter ended June 30, 1996, the Company reported
income from  operations  of over $1.0  million,  an increase of 146% compared to
income from operations of $416,195 for the comparable period in 1995.  Operating
income for the first six months of 1996 was $2.1 million, an increase of 213% as
compared to income from  operations of $672,429 for the same period in 1995. The
increase  in the three and six months  ended  June 30,  1996 was  primarily  the
result of lower operating expenses as a percent of sales.

Liquidity and Capital Resources. At June 30, 1996, the Company's working capital
was $12.1  million  which  represented a current ratio of 2.1 to 1. During 1995,
the Company  increased an available  secured bank line of credit to $8.5 million
and obtained $2.2 million in term debt which was drawn down in February of 1996.
The line of credit bears  interest at .25 percent over the bank's prime rate and
contains various conditions and restrictions.  At June 30, 1996, the outstanding
balance under the line of credit was $4.6 million. Historically, the Company has
incurred  significant  expenses  in  connection  with  product  development  and
introduction  of new  products.  Substantial  capital has also been  required to
finance growth in inventories and receivables. The Company's principal source of
funding  for  these  and other  expenses  has been the sale of  equity  and cash
generated  from  operations.  Based on the Company's  current rate of growth and
expansion  plans,  additional  debt or equity  financing  may be required by the
fourth quarter of 1996.  There are no present  commitments  or  arrangement  for
additional financing. If such financing is required and unavailable, the Company
may be  required  to  slow  its  growth  or  expansion  plans,  particularly  in
international markets.

MERIT MEDICAL SYSTEMS, INC.

PART II - OTHER INFORMATION

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

The Company held its Annual Meeting of Shareholders  (the "Annual  Meeting")
on May 30, 1996 in South  Jordan  Utah.  The  following  items of business  were
considered at the Annual Meeting:

A: Election of Directors

Five  persons  were elected as members of the Board of Directors to serve
until the next annual meeting in 1996 or until their respective  successors have
been duly elected and qualified. They are as follows:

Shares
Voted For
-----------
Fred P. Lampropoulos          5,202,913
Kent W. Stanger               5,203,313
Rex C. Bean                   5,203,783
Richard W. Edelman            5,203,783
James Ellis                   5,204,183
Michael Stillabower           5,204,183

B. Amendment of the Long Term Incentive Stock Option Plan

A  proposal  to amend  the Long  Term  Incentive  Stock  Option  Plan was
presented  at  the  Annual  Meeting  and  such  proposal  was  approved  by  the
shareholders  of the Company.  The number of shares voted for such  proposal was
2,894,640.  The number of shares voted  against such  proposal was 627,417.  The
number of shares abstaining from voting or broker non votes was 1,825,096.

C. Adoption of the Merit Medical Systems, Inc. 1996 Employee Stock Purchase 
Plan.

A proposal to adopt the Employee Stock Purchase Plan was presented at the
Annual  Meeting  and such  proposal  was  approved  by the  shareholders  of the
Company.  The number of shares voted for the proposal was 3,429,081.  The number
of  shares  voted  against  such  proposal  was  117,296.  The  number of shares
abstaining from voting or broker non votes was 1,800,776.

D. Amendment to Articles of Incorporation.

A proposal to amend the Articles of  Incorporation  was  presented at the
Annual  Meeting  and such  proposal  was  approved  by the  shareholders  of the
Company.  The number of shares voted for the proposal was 3,066,014.  The number
of  shares  voted  against  such  proposal  was  594,928.  The  number of shares
abstaining from voting or broker non votes was 1,686,211.

E. Selection of Auditors.

A proposal  to ratify  the  appointment  of  Deloitte & Touche LLP as the
independent  auditor of the Company for 1995 was presented at the Annual Meeting
and such proposal was approved by the shareholders of the Company. The number of
shares voted for the proposal was 5,317,828.  The number of shares voted against
such  proposal  was  12,350.  The number of shares  abstaining  from  voting was
16,775.

MERIT MEDICAL SYSTEMS, INC.

PART II - OTHER INFORMATION

ITEM 6: Exhibits and Reports on Form 8-K

(a)   Reports on Form 8-K - none
(b)   Exhibits

S - K No.               Description                       Exhibit No.
3         Articles of Incorporation as Amended               1

10         Amendment to Long Term Incentive Stock             2
Option Plan

27         Financial Data Schedule                            3

SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

MERIT MEDICAL SYSTEMS, INC.
REGISTRANT

Date:     AUGUST 13, 1996                  /s/ FRED P. LAMPROPOULOS 
FRED P. LAMPROPOULOS
PRESIDENT AND CHIEF EXECUTIVE OFFICER

Date:     AUGUST 13, 1996                 /s/ KENT W. STANGER
KENT W. STANGER
VICE PRESIDENT AND CHIEF FINANCIAL 
OFFICER

(The  Articles of  Incorporation,  as amended,  have been restated in electronic
format in accordance  with Rule 102(c) of Regulation  S-T for purposes of filing
with the SEC)

ARTICLES OF INCORPORATION

OF

MERIT MEDICAL SYSTEMS, INC.

We, the  undersigned  natural  persons,  over the age of eighteen (18)
years,  acting  as  incorporators  of a  corporation  under  the  Utah  Business
Corporation  Act,  adopt  the  following  Articles  of  Incorporation  for  such
corporation.

ARTICLE I
NAME
The name of the corporation is Merit Medical Systems, Inc.

ARTICLE II
DURATION The period of its duration is perpetual.

ARTICLE III
PURPOSES

The purpose or purposes for which the corporation is organized are:
A.   To engage in the business of developing medical
devices and equipment for research and commercial use; and to
engage in such other activities as are incidental to or connected
with the operation of such business;
B.  To  borrow  money  and  contract  debts,  when  necessary  for the
transaction  of its  business,  or for the  exercise  of its  corporate  rights,
privileges, or franchises, or for any other lawful purpose of its incorporation;
to issue  bonds,  promissory  notes,  bills of exchange,  debentures,  and other
obligations and evidences of  indebtedness,  payable at specified time or times,
or payable upon the happening of a specified event or events, whether secured by
mortgage,  pledge, or otherwise or unsecured,  for money borrowed, or in payment
for property purchased, or acquired, or for any other lawful objects;
C. To conduct business,  have one or more offices, and hold, purchase,
sell or otherwise dispose of, mortgage,  or convey real and personal property in
this  state,  and in any of the several  states,  territories,  possessions  and
dependencies  of the United  States,  the District of Columbia,  and any foreign
countries;
D.  To  do  all  and   everything   necessary   and   proper  for  the
accomplishment of the objects enumerated in these Articles of Incorporation,  or
any amendment thereof,  or necessary or incidental to the protection and benefit
of the corporation and, in general, to carry on any lawful business necessary or
incidental to the attainment of the objects of the  corporation,  whether or not
such business is similar in nature to the objects set forth in these Articles of
Incorporation or any amendment thereof.

ARTICLE IV
AUTHORIZED SHARES
The  aggregate  number of  shares  which the  corporation  shall  have
authority to issue shall be 10,000,000  common shares,  no par value. All shares
issued by the corporation  shall be fully paid and  nonassessable and shall have
equal rights.
Dividends  may be paid upon the common  shares as and when declared by
the Board of Directors out of any funds legally available therefor.

In the event of any  liquidation,  dissolution  or  winding  up of the
affairs of the  corporation,  the holders of the common shares shall be entitled
to  share  ratably  in  all  assets  then  remaining  for  distribution  to  the
shareholders.
ARTICLE V
MINIMUM PAID-IN CAPITAL
The corporation will not commence business until  consideration of the
value of at least $1,000 has been received for the issuance of shares.

ARTICLE VI
DIRECTORS
The  corporation  shall  have a minimum  of three (3) and a maximum of
nine (9) directors as shall be set by the Bylaws of the corporation. Until their
successors are duly elected and qualified,  the original  directors shall be the
following:
Fred P. Lampropoulos     2407 Karren Street
Holladay, Utah 84124

Cynthia Lampropoulos     2407 Karren Street
Holladay, Utah 84124

Peter C. Lampropoulos    8777 Alta Canyon Drive
Sandy, Utah 84092

ARTICLE VII
LIMITATION OF LIABILITY OF DIRECTORS
To  the  fullest  extent   permitted  by  the  Utah  Revised  Business
Corporation  Act or any  other  applicable  law  as now in  effect  or as it may
hereafter  be amended,  a director of the  corporation  shall not be  personally
liable to the  corporation  or its  shareholders  for  monetary  damages for any
action taken or any failure to take any action, as a director.

Neither any amendment nor repeal of this Article VII, nor the adoption
of any  provision  in these  Articles of  Incorporation  inconsistent  with this
Article VII, shall eliminate or reduce the effect of this Article VII in respect
of any matter  occurring,  or any cause of action,  suit or claim that,  but for
this Article  VII,  would accrue or arise,  prior to such  amendment,  repeal or
adoption of an inconsistent provision.

ARTICLE VIII
PREEMPTIVE RIGHTS; CUMULATIVE VOTING

A. The corporation  shall have the right to purchase its own shares to
the extent of its  unreserved  and  unrestricted  earned surplus and also to the
extent of its unreserved and unrestricted capital surplus.
B. The  Board of  Directors  of the  corporation  may  designate  such
committee or committees as it determines in accordance with law to exercise such
authority as the Board of Directors shall delegate in the resolution designating
such committee or committees.
C. The  shareholders  shall  not have  preemptive  rights  to  acquire
additional  securities  of the  corporation;  and there  shall be no  cumulative
voting by shareholders at any election of directors of the corporation.

ARTICLE IX
REGISTERED AGENT
The  initial  registered  agent  of the  corporation  shall be Fred P.
Lampropoulos,   and  the  address  of  the  initial  registered  office  of  the
corporation shall be 2407 Karren Street, Holladay, Utah 84124.

ARTICLE X
INCORPORATORS
The incorporators of the corporation are the following:
Fred P. Lampropoulos     2407 Karren Street
Holladay, Utah 84124

Richard L. Blanck        City Centre I, Suite 900
175 East Fourth South
Salt Lake City, Utah 84111

Karen Fisher             City Centre I, Suite 900
175 East Fourth South
Salt Lake City, Utah 84111

ARTICLE XI

INDEMNIFICATION

The  corporation  shall  indemnify  its officers,  directors,  agents,
incorporators and other persons against liabilities incurred by them that result
from  their  acts that are  performed  in  furtherance  of the  business  of the
corporation  to the full extent now or  hereafter  permitted  by the laws of the
State of Utah.

ARTICLE XII
Vote Required to Approve Fundamental Changes

As to the  following  matters,  the  affirmative  vote of two-thirds of the
shares  entitled to vote shall be required to approve any  proposed  shareholder
action which  otherwise  requires  shareholder  approval  under the Utah Revised
Business  Corporation  Act: (a) to merge or consolidate the corporation  with or
into another corporation;  (b) to sell, exchange,  transfer or otherwise dispose
of all or substantially  all of the  corporation's  property and assets;  (c) to
dissolve or liquidate the  corporation;  or (d) to amend,  change or delete this
Article XII from the Articles of Incorporation.

AMENDMENT NO. 2

TO

---------------------------------------

MERIT MEDICAL SYSTEMS, INC.
---------------------------------------

LONG TERM INCENTIVE STOCK OPTION PLAN
(As Amended and Restated)

THIS AMENDMENT NO. 2 (the "Amendment")is made and entered into effective as
of  the  25th  day  of  March,  1996  by  Merit  Medical  Systems,  Inc., a Utah
corporation (the "Corporation").

RECITALS:

WHEREAS, the Corporation adopted the Merit Medical Systems, Inc.  Long Term
Incentive Stock Option  Plan (the "Original Plan") effective  December 1, 1988;
and

WHEREAS,  the Corporation  amended the Original Plan several times prior to
1992,  and  effective  May 1, 1992,  the  Corporation  amended and  restated the
Original Plan, as amended, (the "Amended and Restated Plan"); and

WHEREAS, the Corporation subsequently adopted Amendment No.1 to the Amended
and Restated Plan to provide for the grant of stock  options to directors of the
Corporation pursuant  to  a  formula  plan  that   meets  the  criteria  of Rule
16b-3(c)(2)(ii) promulgated  by the  Securities  and Exchange  Commission  under
the  Securities Exchange  Act of 1934,  as  amended (the  Amended  and  Restated
Plan, as amended by Amendment  No. 1 is hereinafter  referred to as the "Amended
and Restated Plan"); and

WHEREAS,  the  Corporation  has  determined  it  advisable  and in the best
interests of the  Corporation to execute this Amendment to amend the Amended and
Restated Plan as set forth below.

NOW THEREFORE, upon these premises, the Amended and Restated Plan is hereby
modified, altered and amended in the following respects only:

1.   Amendments.

a. The annual  limitation  on the number of shares  available  for issuance
under the Plan shall be eliminated and the maximum number of shares which may be
issued  under the Amended and  Restated  Plan  (including  any shares  issued or
issuable  in  connection  with  any  awards  granted  prior  to the date of this
Amendment)  shall be increased  from  1,400,000 to 2,400,000.  In addition,  the
Amended  and  Restated  Plan is  amended to limit the number of shares for which
awards may be granted to a single  participant  in a calendar  year to  100,000.
Section 4(b) shall be amended accordingly to read in its entirety as follows:

" (b) Shares  Subject to the Plan.  The maximum  number of Shares for which
Awards may be granted  under the Plan shall be 2,400,000.  The  limitations
set forth in this Section 4(b) shall be subject to  adjustment  as provided
in Section 7. In  addition,  the maximum  number of shares for which Awards
may be granted to any single  Participant  during any one (1) calendar year
is 100,000."

b. The formula  plan  provisions  of the Amended and  Restated  Plan as set
forth in Section 10 are hereby  amended  to  provide  that each  director  is to
receive an option to purchase  7,500 shares of Common Stock  automatically  each
year, on the first business day immediately  following the annual meeting of the
Corporation's  shareholders,  and to provide  that such  options  shall be fully
exercisable  on the date of grant.  Section  10(c)(ii)  and  10(f)  are  amended
accordingly to read in their entirety as follows:

"(c). . . (ii)   Annual Grant.  Subject to the limitation in Section 10(n),
Nonstatutory  Stock  Options  to  purchase  7,500  shares  of  Common Stock
(adjusted  pursuant  to  Section 10(l)) shall be granted automatically each
year, on the first business day immediately following the annual meeting of
the  Corporation's shareholders, to each individual who has been elected or
reelected to serve as a Director of  the Corporation at  the annual meeting
of the Corporation's shareholders."

" (f)  Exercisability.  Except as otherwise set forth in Section 10(h),  an
annual  grant of a Formula  Award  shall  vest and  become  exercisable  as
follows:

Formula   Awards   granted  prior  to  March  25,  1996  shall  become
exercisable in accordance with the following Schedule:

Period of Optionee's Continuous Service
as a Director of the Corporation

Portion of
Formula Award
that is Exercisable

One year from date of grant. . . .20%
Two years from date of grant . . .40%
Three years from date of grant . .60%
Four years from date of grant. . .80%
Five years from date of grant. . 100%

Formula  Awards  granted  after  March  25,  1996  shall be fully
exercisable on the date of grant.

Notwithstanding  the above,  an Optionee  shall not be able to exercise any
Formula  Award  granted under this Section 10 unless six months and one day
have elapsed since the date this Section 10 was adopted by the shareholders
of the Corporation."

c. The formula award provisions of the Amended and Restated Plan are hereby
further  amended  to  provide  that the  change  in  control  provisions  of the
Incentive  Plan shall  apply to formula  awards  granted  after the date of this
amendment.  Section  10(m) is amended  accordingly  to read in its  entirety  as
follows:

" (m)  Change  in  Control.  In the  event  of a  Change  in  Control,  the
provisions of Section 8 shall apply to Formula Awards granted to a Director
after March 25, 1996 under this Section 10."

2.  Shareholder Approval. The Amendment shall be effective as of March 25, 1996,
subject  to  shareholder  approval of this Amendment at the Corporation's Annual
Meeting of Shareholders.

3.  Ratification.  In all  respects,  other  than as  specifically  set forth in
Section 1 above,  the Amended and Restated Plan shall remain  unaffected by this
Amendment,  the  Amended  and  Restated  Plan shall  continue  in full force and
effect,  subject to the terms and  conditions  thereof,  and in the event of any
conflict, inconsistency, or incongruity between the provisions of this Amendment
and any  provisions  of the Amended and Restated  Plan,  the  provisions of this
Amendment shall in all respects govern and control.

IN WITNESS WHEREOF,  the Corporation has duly executed this Amendment to be
effective as of the date first written above.

MERIT MEDICAL SYSTEMS, INC.,
a Utah corporation

By  /s/  Kent W. Stanger
Its: Chief Financial Officer

<ARTICLE> 5
<LEGEND>
THIS SCHUDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MERIT
MEDICAL SYSTEMS, INC.'S CONSOLIDATED BALANCE SHEET AND INCOME STATEMENT FOR THE
PERIOD ENDING JUNE 30, 1996 AND IS QUALIFIES IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANIAL STATEMENTS.
</LEGEND>
<CIK> 0000856982
<NAME> MERIT MEDICAL SYSTEMS, INC.

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