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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported):  November 14, 1996



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

           Delaware               0-19974               33-0022692
(State or other jurisdiction      (Commission       (I.R.S. Employer
      of incorporation)           File Number)      Identification No.)
 

                               951 Calle Amanecer
                         San Clemente, California 92673
              (Address of principal executive offices) (Zip Code)



Registrant's telephone number, including area code:  (714) 366-2183

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ITEM 5.   OTHER EVENTS.

     In reports and registration statements filed by ICU Medical, Inc. (the
"Company") with the Securities and Exchange Commission and in communications by
the Company with its stockholders and the investing public, the Company from
time to time makes forward looking statements as that term is defined in the
Private Securities Litigation Reform Act of 1995.  Such forward looking
statements involve a number of risks and uncertainties.  The following is a
summary description of the Company, followed by certain risk factors which
investors should carefully read and consider when evaluating such forward
looking statements.

                                  THE COMPANY

     The Company develops, manufactures and sells proprietary, disposable
medical connection systems for use in intravenous ("I.V.") therapy applications.
The Company's I.V. connectors are designed to prevent accidental disconnections
of I.V. lines, and to protect healthcare workers and their patients from the
spread of infectious diseases, such as Hepatitis B and Human Immunodeficiency
Virus ("HIV"), by significantly reducing the risk of accidental needlesticks.
In 1993, the Company launched the CLAVE(R), a one-piece, needleless I.V.
connection device which became the Company's fastest growing product. The
Company believes that the CLAVE offers healthcare providers an advantageous
combination of safety, ease of use, reliability and cost effectiveness.

     The Company has entered into strategic supply and distribution agreements
with two of the largest worldwide suppliers of I.V. products, McGaw, Inc.
("McGaw") and Abbott Laboratories ("Abbott").  Such agreements, entered into in
September 1993 and April 1995, respectively, provide for the integration of the
Company's products as components in certain prepackaged I.V. sets distributed by
McGaw and Abbott.  Under these agreements, McGaw and Abbott can offer such
integrated products to large hospitals, hospital chains and home healthcare
providers with which they have established full-line supply contracts for I.V.
products.  In May 1995, the Company amended its agreement with McGaw and
extended the term of such agreement to July 2000.  The initial term of the
Company's agreement with Abbott extends to April 2002.  In addition, the Company
has agreements under which its products are marketed to members of two major
buying organizations.  The Company also distributes its products through a
network of independent distributors.

     Heightened awareness of the risk of infection from needlesticks and the
substantial expense to healthcare providers of complying with regulatory
protocols when needlesticks occur, have led to growing demand for safe medical
devices such as the Company's protective I.V. connectors.  In addition,
healthcare regulations promulgated by the Occupational Safety and Health
Administration ("OSHA") mandate that "universal precautions" be observed to
minimize exposure to blood and body fluids.

     The Company's products offer various combinations of features including
needleless or enclosed needle connection systems, positive locking mechanisms
and closed tubing systems and the Lopez Valve, which is designed to be connected
into nasogastric tube systems to prevent

                                      -2-

 
contact with body fluids in anteral feeding procedures.  The Company has several
new products under development, including a new version of the CLAVE.  The
Company has patents or pending patent applications on each of its current
products.

     The foregoing summary description of the Company is qualified by reference 
to the more extensive descriptions in the Company's Registration Statements and 
Annual Reports on Form 10-K filed from time to time with the Securities and 
Exchange Commission.  Those more extensive descriptions include more detailed 
discussions of the Company's products, markets, marketing and distribution 
efforts, manufacturing processes, government regulatory issues, competition, 
patents, management and management compensation.

                                  RISK FACTORS

     In evaluating a transaction in the Common Stock of the Company, investors
should consider carefully, among other things, the following risk factors, as
well as the other information contained in the Company's registration statements
and reports filed with the Securities and Exchange Commission.

DEPENDENCE ON THIRD PARTY DISTRIBUTION ARRANGEMENTS; RISK OF PRICE EROSION

     The Company's products historically have been distributed to acute care
hospitals, home healthcare providers, ambulatory surgical centers, nursing
homes, convalescent hospitals, physicians' offices, medical clinics, emergency
services and pharmacies primarily through independent distributors.  In
contrast, the Company's principal competitors in the market for protective I.V.
connection systems are much larger companies which dominate the market for I.V.
products and have broad product lines and large internal distribution networks.
In many cases, these competitors are able to establish exclusive relationships
with large hospitals, hospital chains and home healthcare providers to supply
all of their requirements for I.V. products.  In addition, the Company believes
that there is a trend among individual hospitals and home healthcare providers
to consolidate into or join large major buying organizations with a view to
standardizing and obtaining price advantages on disposable medical products.
These factors may limit the Company's ability to gain market share through its
independent dealer network.

     The Company has entered into strategic supply and distribution arrangements
with McGaw and Abbott, major suppliers of I.V. products, to market the Company's
products in connection with each supplier's I.V. products.  The Company also has
agreements with remaining terms ranging from month-to-month to one year, to
market products to members of two major buying organizations.  Those
arrangements with major buying organizations are expected to transfer to McGaw
or Abbott on expiration.  The Company's ability to maintain and increase its
market penetration may depend on the success of its arrangements with McGaw,
Abbott and major buying organizations and the ability to renew such
arrangements, as to which there is no assurance.  If the Company's independent
distributorship or strategic supply and distribution arrangements prove
unsuccessful, or if the Company's distributors abandon or limit their
distribution of the Company's products, the Company's sales would be materially
adversely affected.  The Company's business could be materially adversely
affected if McGaw or Abbott terminate their arrangements with the Company,
negotiate lower prices, sell more competing products, whether manufactured by
themselves or others, or otherwise alter the nature of their relationships with
the Company.  Although the Company believes that both McGaw and Abbott view the
Company as a source of innovative and profitable products, there is no assurance
that the Company's relationships with McGaw and Abbott will continue in their
current form.  A significant share of the Company's revenues is concentrated
among a small number of customers.  The loss of any such customers or the loss
of a large contract by one of the Company's customers, could materially and
adversely affect its operating results.

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     The Company's strategic supply and distribution agreements with Abbott (the
"Abbott Agreement") and with McGaw (the "McGaw Agreement") establish the minimum
respective prices that Abbott and McGaw will pay for the Company's products,
which are lower than the Company's historical average selling prices.  The
Company could receive more than the minimum prices under formulae in the
agreements based on incremental increases in selling prices of Abbott and McGaw
I.V. sets incorporating the Company's products.  Furthermore, the Abbott
Agreement provides for annual renegotiation of minimum prices, and the McGaw
Agreement, as amended, provides for automatic reductions in minimum prices based
on volume increases.  In response to competitive pressure felt in the third
quarter of 1996, the Company in mid-October 1996 announced to its distributors a
new aggressive pricing strategy to protect and expand its market.  Prices to
independent distributors will be reduced up to 40%, depending on the type of
customer to which the distributor is reselling the CLAVE products.  Management
expects that the average price reduction in the fourth quarter of 1996 will be
less than the maximum 40%, although the average price of its CLAVE products will
decline over the next several quarters.  Reductions in average selling prices
could adversely affect gross margins if the Company cannot achieve corresponding
reductions in unit manufacturing costs through increased volume.

MARKET ACCEPTANCE OF PREMIUM PRICING; MANUFACTURING COSTS

     Manufacturing costs and pricing for the Company's needleless and protected
needle products are higher than for their conventional counterparts, which are
not designed to provide the protection afforded by the Company's products.
Selling prices of CLAVE system components are also higher than other competitive
needleless systems on a per unit basis.  While the Company believes that the
CLAVE can be cost effective on an actual use basis, prospective customers must
be convinced to pay premium prices for CLAVE products.  Increasing awareness of
healthcare costs, public interest in healthcare reform and continuing pressure
from Medicare, Medicaid and other payors to reduce costs in the healthcare
industry, as well as increasing competition from other protective products,
could affect the Company's ability to sell its products at premium prices.  In
the event that the market will not accept premium prices for the Company's
products, the Company's sales and profits could be adversely affected.  The
Company believes that its ability to increase its market share and operate
profitably in the long term may depend in part on its ability to reduce CLAVE
manufacturing costs on a per unit basis through high volume production using
highly automated molding and assembly systems.  If the Company is unable to
reduce unit manufacturing costs, it may be unable to increase its market share
for CLAVE products or lose market share to alterative products, including
products of competitors or the Company's less expensive products such as the
RF100 and RF150.  Such a result would adversely affect the Company's future
results of operations.

DEPENDENCE ON CLAVE PRODUCTS; NEW PRODUCT DEVELOPMENT

     During the three months ended September 30, 1996, CLAVE products accounted
for approximately 67% of the Company's net sales.  As the demand for protective
I.V. connection systems moved from protected needle to needleless products, net
sales of the Company's Click Lock and Piggy Lock protected needle products
declined from approximately 93% of net sales in 1992, to approximately 11% of
net sales in the three months ended September 30, 1996.

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Although the decline in Click Lock and Piggy Lock sales was offset in part by
sales of McGaw Protected Needles as the Company began manufacturing
substantially all of McGaw's requirements for those products, sales of McGaw
Protected Needles began to decline in the latter half of 1995, and the Company
anticipates further declines as demand continues to shift toward needleless
products.  The shift in demand from protected needle devices to needleless
systems has increased the Company's dependence on sales of CLAVE products, as
sales of the Company's protected needle products are expected to continue to
decline both in dollar volume and in relation to net sales.  Further, the
Company's current product development efforts are centered primarily on a new
version of the CLAVE.  Sales of this new product will depend on continued market
acceptance of CLAVE technology and may further increase the Company's dependence
on the CLAVE system.

     The Company's continued success may be dependent on new product
development.  Although the Company is seeking to develop a variety of new
products, there is no assurance that any new products will be commercially
successful or that the Company will be able to recover the costs of developing,
testing, producing and marketing such products.  Certain healthcare product
manufacturers with financial and distribution resources substantially greater
than the Company's have developed and are marketing products intended to fulfill
the functions of the Company's products.

RISKS OF TECHNOLOGICAL OBSOLESCENCE

     Many companies are engaged in the development of products and technologies
to address the need for safe and cost effective I.V. connection systems.  There
is no assurance that superior I.V. connection system technologies will not be
developed or that alternative approaches will not prove superior to the
Company's products.  The Company's products could be rendered obsolete by such
developments, which could materially and adversely affect the Company's
operating results.

INTENSE COMPETITION

     The market for I.V. products is intensely competitive.  The Company
believes that its ability to compete depends upon its continued product
innovation, the quality, convenience and reliability of its products, access to
distribution channels and patent protection.  The Company encounters significant
competition in this market both from large established medical device
manufacturers and from smaller companies.  Many of these firms have introduced
competitive products with protective features not provided by the conventional
products and methods they are intended to replace, and at least five major
competitors have introduced needleless I.V. connection systems.  Most of the
Company's current and prospective competitors have economic and other resources
substantially greater than the Company's and are well established as suppliers
to the healthcare industry.  Several large, established competitors offer broad
product lines and have been successful in obtaining full-line contracts with a
significant number of hospitals to supply all of their I.V. product
requirements.  There is no assurance that the Company's competitors will not
substantially increase resources devoted to the development, manufacture and
marketing of products competitive with the Company's products.  The

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successful implementation of such a strategy by one or more of the Company's
competitors could have a material adverse effect on the Company.

DESIGN, MANUFACTURING AND ASSEMBLY RISKS

     The Company manufactures substantially all of its product components,
except for standard components which are available as commodity items, and
assembles them into finished products.  Automated assembly of components into
finished products involves complex procedures requiring highly sophisticated
assembly equipment which is custom designed, engineered and manufactured for the
Company.  As a result of the critical performance criteria for its products, the
Company has at times experienced problems with the design criteria for or the
molding or assembly of its products.  As a result, the Company has from time to
time been unable to satisfy customer demand for new products as design,
manufacturing or assembly problems were being resolved.  While the Company
believes that it has resolved all design, manufacturing and assembly problems
with respect to current products, there is no assurance that operations will not
be adversely affected by unanticipated problems with current products or if such
problems are experienced with future products.

DEPENDENCE ON KEY EMPLOYEE

     The Company is dependent for new product concepts primarily on Dr. George
A. Lopez, the founder, Chairman of the Board, President and Chief Executive
Officer of the Company.  Dr. Lopez has conceived of substantially all of the
Company's current and proposed new products.  The Company believes that the loss
of his services could have a material adverse effect on the Company's business.

DEPENDENCE ON AND RISKS RELATING TO PATENT PROTECTION

     The Company has patents on certain products and pending patent applications
on others, including the CLAVE.  There is no assurance, however, that patents
will be issued with respect to the CLAVE or other products, or that the patent
protection from patents which have been issued or may be issued in the future
will be broad enough to prevent competitors from introducing similar devices or
that such patents, if challenged, will be upheld by the courts.  The Company is
not aware of any patent infringement claims against the Company relating to the
Click Lock or the CLAVE, but the Company from time to time receives newly issued
patents on medical devices which it reviews to evaluate any infringement risk.
The Company is aware of a number of patents for I.V. connection systems that
have been issued to others.  While the Company believes these patents will not
affect its ability to market its products, there is no assurance that these or
other issued or pending patents might not interfere with the Company's right or
ability to manufacture and sell its products.

     There has been substantial litigation regarding patent and other
intellectual property rights in the medical device industry.  Patent
infringement litigation, which may be necessary to enforce patents issued to the
Company or to defend the Company against claimed infringement of the rights of
others, can be expensive and may involve a substantial commitment of the
Company's resources which may divert resources from other uses.  Adverse
determinations in

                                      -6-

 
litigation or settlements could subject the Company to significant liabilities
to third parties, could require the Company to seek licenses from third parties
and could prevent the Company from manufacturing and selling its products, any
of which could have a material adverse effect on the Company's business.  The
Company is the plaintiff in currently pending patent litigation against Tri-
State Hospital Supply Corporation which is described in the Company's current
and annual reports filed with the Securities and Exchange Commission.

GOVERNMENT REGULATION

     Government regulation is a significant factor in the development, marketing
and manufacturing of the Company's products.  The Company's products are subject
to clearance by the United States Food and Drug Administration ("FDA") under a
number of statutes including the Federal Food, Drug and Cosmetics Act (the "FDC
Act").  Each of the Company's current products has qualified, and the Company
anticipates that any new products it is likely to market will qualify, for
clearance under the FDA's expedited premarket notification procedure pursuant to
Section 510(k) of the FDC Act.  There is no assurance, however, that new
products developed by the Company or any manufacturers that the Company might
acquire will qualify for expedited clearance rather than a more time consuming
premarket approval ("PMA") procedure or that, in any case, they will receive
clearance from the FDA.  FDA regulatory processes are time consuming and
expensive.  Uncertainties as to the time required to obtain FDA clearances or
approvals could adversely affect the timing and expense of new product
introductions.  In addition, the Company's products must be manufactured in
compliance with Good Manufacturing Practices ("GMP") specified in regulations
under the FDC Act.  The FDA has broad discretion in enforcing the FDC Act, and
noncompliance with the Act could result in a variety of regulatory actions
ranging from warning letters, product detentions, device alerts or field
corrections to mandatory recalls, seizures, injunctive actions and civil or
criminal penalties.  If the FDA determines that there are serious violations of
applicable regulations, marketing of products manufactured by the Company could
be enjoined or otherwise adversely affected by delays or required changes in new
products.  In addition, changes in FDA, or other federal or state, health,
environmental or safety regulations or in their application could adversely
affect the Company's business.  Distribution of the Company's products in
countries other than the U.S. may be subject to regulation in those countries
and there is no assurance that the Company will obtain necessary approvals in
countries in which it wants to introduce its products.

RISK OF PRODUCT LIABILITY

     The use of the Company's products exposes it to an inherent risk of product
liability.  Patients, healthcare workers or healthcare providers who claim that
the Company's products have resulted in injury could initiate product liability
litigation seeking large damage awards against the Company.  Costs of the
defense of such litigation, even if successful, could be substantial.  The
Company maintains insurance against product liability and defense costs in the
amount of $5,000,000 per occurrence.  There is no assurance that claims arising
with respect to products will be successfully defended or that the insurance
carried by the Company will be sufficient.  A successful claim against the
Company in excess of insurance coverage could have

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a material adverse effect on the Company.  Furthermore, there is no assurance
that product liability insurance will continue to be available to the Company on
acceptable terms.

GROWTH AND ACQUISITION RISKS

     The Company intends to expand its marketing and distribution capability
internally, by expanding its marketing staff and resources and possibly
externally, by acquisitions both in the United States and foreign markets.  The
Company may also consider expanding its product offerings through acquisitions
of companies or product lines.  The expansion of the marketing, distribution and
product offerings of the Company both internally and through acquisitions may
place substantial burdens on the Company's management resources and financial
controls.  There is no assurance that the increasing burdens on the Company's
management resources and financial controls will not have an adverse effect on
the Company's operating results.  In addition, acquisitions may involve a number
of special risks, including adverse short-term effects on the Company's reported
operating results, diversion of management's attention, dependence on retention,
hiring and training of key personnel, risks associated with unanticipated
problems or legal liabilities and amortization of acquired intangible assets,
some or all of which could have a material adverse effect on the Company's
operations and financial performance.

ANTI-TAKEOVER PROVISIONS

     The Company's Certificate of Incorporation and Bylaws include provisions
that may discourage or prevent certain types of transactions involving an actual
or potential change of control of the Company, including transactions in which
the stockholders might otherwise receive a premium for their shares over then
current market prices.  In addition, the Board of Directors has the authority to
issue shares of Preferred Stock and fix the rights and preferences thereof,
which could have the effect of delaying or preventing a change of control of the
Company otherwise desired by the stockholders.

VOLATILITY OF STOCK PRICE

     The market for small-market capitalization companies can be highly
volatile, and the Company has experienced significant volatility in the price of
its Common Stock in the past 12 months.  The Company believes that factors such
as quarter-to-quarter fluctuations in financial results, differences between
stock analysts expectations and actual quarterly and annual results, new product
introductions by the Company or its competitors, changing regulatory
environments, changes in healthcare reimbursement policies, sales of Common
Stock by certain existing stockholders and substantial product orders could
contribute to the volatility of the price of the Company's Common Stock.
General economic trends unrelated to the Company's performance such as
recessionary cycles and changing interest rates may also adversely affect the
market price of the Company's Common Stock.

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                                 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 hereunto duly authorized, in the City of San Clemente, State of
California on November 14, 1996.


                                    ICU MEDICAL, INC.



                                    By: /s/ Francis J. O'Brien
                                        -------------------------------------- 
                                        Francis J. O'Brien
                                        Chief Financial Officer

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