SC 13E4/A

 
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                     SECURITIES AND  EXCHANGE  COMMISSION
                            WASHINGTON, D.C. 20549
                                  __________

                                SCHEDULE 13E-4

                               (Final Amendment)

                         Issuer Tender Offer Statement
     (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)

                            NUTRAMAX PRODUCTS, INC.
                               (Name of Issuer)

                            NUTRAMAX PRODUCTS, INC.
                     (Name of Person(s) Filing Statement)

                    COMMON STOCK, $.001 PAR VALUE PER SHARE
                        (Title of Class of Securities)

                                  07061A 30 0
                     (CUSIP Number of Class of Securities)

                               DONALD E. LEPONE
                            Chief Executive Officer
                            NutraMax Products, Inc.
                               9 Blackburn Drive
                        Gloucester, Massachusetts 01930
                                (978) 283-1800
  (Name, Address and Telephone Number of Person Authorized to Receive Notices
        and Communications on Behalf of the Person(s) Filing Statement)

                                  COPIES TO:
                          JOSEPH L. JOHNSON III, ESQ.
                         Goodwin, Procter & Hoar  LLP
                                Exchange Place
                         Boston, Massachusetts  02109
                                (617) 570-1000
                                  __________

                               October 29, 1997
    (Date Tender Offer First Published, Sent or Given to Security Holders)

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    This Final Amendment amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4, dated as of October 29, 1997 (the "Issuer Tender
Offer Statement"), relating to the offer by NutraMax Products, Inc. (the
"Company") to purchase up to 450,000 shares (or such lesser number of shares as
are properly tendered) of its common stock, par value $.001 per share (the
"Shares"), at prices specified by tendering shareholders not in excess of $12.75
nor less than $11.00 net per Share in cash upon the terms and subject to the
conditions set forth in the Offer to Purchase dated October 29, 1997, and in the
related Letter of Transmittal which together constitute the "Offer."  The Issuer
Tender Offer Statement is hereby amended to incorporate the information included
in the items and exhibits referred to below.

ITEM 1. SECURITY AND ISSUER.

    The Offer expired at 12:00 midnight, Boston, Massachusetts time, on November
28, 1997. The Company purchased 250,668 shares pursuant to the Offer at a
purchase price of $12.75 per share.

ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.

    Item 9 is hereby amended to include the following additional exhibits:

    (a)(11)  Press Release issued by the Company, dated December 1, 1997.

    (a)(12)  Press Release issued by the Company, dated December 3, 1997.

                                       2

 
                                   SIGNATURE

    After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Final Amendment to Schedule 13E-4 is true,
complete and correct.


                                    NUTRAMAX PRODUCTS, INC.



                                    By: /s/ Donald E. Lepone
                                       ------------------------------
                                       Name: Donald E. Lepone
                                       Title: President and Chief
                                              Executive Officer


Dated:  December 4, 1997

                                       3

 
                                 EXHIBIT INDEX


  EXHIBIT                             DESCRIPTION
  -------                             -----------

 (a) (11)    -    Press Release issued by the Company, dated December 1, 1997.
 (a) (12)    -    Press Release issued by the Company, dated December 3, 1997.

EX-99.(A)(11)

 
                                                                 EXHIBIT (A)(11)



NUTRAMAX PRODUCTS, INC. ANNOUNCES
PRELIMINARY RESULTS OF DUTCH AUCTION
SELF TENDER OFFER

     Gloucester, Massachusetts - December 1, 1997 - NutraMax Products, Inc.
announced today that based on preliminary tabulations the Company will accept
for purchase approximately 250,000 shares at a price of $12.75 per share in a
Dutch auction self tender offer that expired November 28, 1997.

     Of the total shares to be accepted, approximately 6,500 shares are
guaranteed for delivery by 4:00 p.m. on Wednesday, December 3, 1997.  The total
number of shares to be accepted will depend on the number of shares delivered
pursuant to the guaranteed delivery.

     NutraMax is a leading private label health and personal care products
company and the number one manufacturer and marketer of private label Disposable
Douches, ready-to-use Enemas, Pediatric Electrolyte Oral Maintenance Solutions,
Disposable Baby Bottles, Cough Drops and Throat Lozenges.  The Company also
markets a broad line of Contact Lens Care Products, OTC and generic prescription
Opthalmics, Clotrimazole-based Vaginal Yeast Infection Medications,
Toothbrushes, Dental Floss, Liquid Adult Nutritional Products, Adhesive
Bandages, Medical Tapes, First Aid Kits and various first aid products for the
hospital and industrial safety markets.  NutraMax products are sold by
supermarkets, drug chains and mass merchandisers under both store brand names
and control brands, including Powers, Optopics, Sweet n' Fresh(R), Pure &
Gentle, Fresh 'n Easy, Pro Dental, American White Cross and NutraMax.

EX-99.(A)(12)

 
                                                                EXHIBIT (A) (12)


                                                                December 3, 1997

NUTRAMAX PRODUCTS, INC. ANNOUNCES
FINAL RESULTS OF DUTCH AUCTION
SELF TENDER OFFER

     GLOUCESTER, MA -- NUTRAMAX PRODUCTS, INC. (NASDAQ-NMPC), a leading 
manufacturer and marketer of private label health and personal care products, 
announced today that the Company will accept for purchase 250,668 shares, at a 
purchase price of $12.75 per share, as finally determined in a Dutch auction 
self tender offer that expired November 28, 1997. This represents all shares 
validly tendered in the tender offer. There will be no pro-rating of the shares 
tendered in accordance with the offer.

     NutraMax is a leading private label health and personal care products
company and the number one manufacturer and marketer of private label Disposable
Douches, ready-to-use Enemas, Pediatric Electrolyte Oral Maintenance Solutions,
Disposable Baby Bottles, Cough Drops and Throat Lozenges.  The Company also
markets a broad line of Contact Lens Care Products, OTC and generic prescription
Opthalmics, Clotrimazole-based Vaginal Yeast Infection Medications,
Toothbrushes, Dental Floss, Liquid Adult Nutritional Products, Adhesive
Bandages, Medical Tapes, First Aid Kits and various first aid products for the
hospital and industrial safety markets.  NutraMax products are sold by
supermarkets, drug chains and mass merchandisers under both store brand names
and control brands, including Powers, Optopics, Sweet n' Fresh(R), Pure &
Gentle, Fresh 'n Easy, Pro Dental, American White Cross and NutraMax.