8-K

UNITED STATESSECURITIES 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

April 22, 2009
Date of Report (Date of earliest event reported)


ZOLL MEDICAL CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts	0-20225	04-2711626
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

269 Mill Road, Chelmsford, MA  01824

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:(978) 421-9655

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

This Current Report on Form 8-K may contain forward-looking statements within the meaning of the federal securities laws.  Reliance should not be placed on forward-looking statements because they involve known and unknown risks and uncertainties which may cause the actual results, performance, and achievements of ZOLL Medical Corporation (the “Company”) to differ materially from the anticipated future results, performance and achievements that are expressed or implied by such forward-looking statements.  Additional information concerning these risks and uncertainties are contained in the Company’s press release filed as Exhibit 99.1 and in the section entitled “Risk Factors” of the Company’s Annual Report on Form 10-K filed on December 8, 2008, and in the Company’s other public filings.  The Company disclaims any obligation to update any of the forward-looking statements contained herein to reflect future developments or events.

Item 2.02     Results of Operations and Financial Condition.

On April 22, 2009, ZOLL Medical Corporation (“ZOLL”) issued a press release announcing its results for the quarter ended March 29, 2009.  A copy of the press release concerning these results is furnished herewith as Exhibit 99.1 and is incorporated by reference.

Pursuant to General Instructions B.2 of Form 8-K, this exhibit is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

Item 9.01     Financial Statements and Exhibits.

   (c) Exhibits.

Exhibit No.	Title
99.1	ZOLL Medical Corporation press release dated April 22, 2009 entitled “ZOLL Medical Corporation Announces Second Quarter Results”

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.

		ZOLL MEDICAL CORPORATION
Date:	April 22, 2009	By:	/s/ Richard A. Packer
			Richard A. Packer
			President

EX-99.1

Exhibit 99.1

ZOLL Medical Corporation Announces Second Quarter Results

Results in Line with Previous Announcement

CHELMSFORD, Mass.--(BUSINESS WIRE)--April 22, 2009--ZOLL Medical Corporation (Nasdaq GS: ZOLL), a manufacturer of resuscitation devices and software solutions, today announced that revenues for the second quarter of fiscal 2009 were $92,708,000, compared to revenues in the second quarter of last year of $99,160,000, a decline of 7%. Revenue results reflected a negative foreign exchange impact of nearly $5 million, compared to the second quarter of fiscal 2008. Net income for the quarter was $1,782,000, compared to $5,654,000 for the prior-year quarter. Diluted earnings per share were $0.08, compared to $0.27 in the prior-year quarter. Backlog at the end of the second quarter was approximately $7.8 million.

Second quarter sales to the North American market were $70.0 million, a decrease of 6% compared to $74.6 million for the prior-year period. Sales to the North American hospital market decreased 37% to $17.5 million, compared to $27.9 million for the same period last year. North American hospital revenues included US Military/Big Government sales of $1.4 million in Q2 of 2009, compared to $3.7 million in Q2 of 2008. Sales to the North American pre-hospital market increased 15% to $47.1 million, compared to $41.0 million in the prior year. International sales decreased 8% to $22.7 million, compared to $24.6 million in the prior year, including the impact from foreign exchange. LifeVest® revenues increased 78% to $10.5 million. Total AutoPulse® sales increased 18% to $4.0 million, compared to $3.4 million in the second quarter of last year.

Gross margin for the second quarter was 52%, compared to 54% in the second quarter of fiscal 2008. The primary reason for the decrease was the result of a stronger US dollar relative to the prior-year quarter.

Commenting on second quarter results, Richard A. Packer, Chief Executive Officer of ZOLL, stated, “Unlike the first quarter of fiscal 2009, when we over-performed in our pre-hospital and International markets, our performance in those markets during Q2 was not enough to offset the reduced spending we continued to see in the North American hospital market. In addition, we received very little military business during the quarter. Taken together, and combined with the foreign exchange headwind, which cost us about 12 cents when compared to last year’s rates, we achieved only modest results this quarter.”

“With respect to specific products,” Mr. Packer noted, “we continued to see excellent growth from our LifeVest business as that business continues to accelerate. Our AutoPulse growth was solid compared to Q2 of last year, although we note that orders were down modestly on a sequential basis, presumably due to the tight capital spending environment. However, we continued to see growth from our data management business despite the current difficult economy. Finally, AED revenues were down from a year ago, as expected, as much of the spending on public access AEDs has slowed.”

Mr. Packer added, “Looking forward, we continue to see only very modest results in 2009. We expect continued constraints in capital equipment spending and a significant foreign exchange headwind. However, in spite of these challenges, we will continue to push forward to accelerate the expansion of our LifeVest sales force and we look forward to adding revenue in 2009 from our pending acquisition of the Alsius temperature management product line, as previously discussed. Where appropriate, we continue to reduce spending on our core business to help fund these investments. We anticipate that these investments will help us establish a very strong competitive position in markets which we believe will offer significant long-term growth and profit opportunities for ZOLL.”

Mr. Packer concluded, “Q2 was an obvious disappointment for us. However, we are taking the actions now which will position us well in our core markets. Our profitability will improve significantly when capital spending eventually picks up and overall business conditions improve. In addition, given our strong balance sheet, we continue to move aggressively to build strength in higher growth markets that have the potential to yield significantly higher levels of profitability. As we plow through the current rough conditions, we are focused on building a much larger, more profitable Company which will be the clear leader in resuscitation.”

ZOLL will host a conference call on Wednesday, April 22, 2009 at 10:30 a.m. EDT to discuss its second quarter financial results. This conference call will be accessible on the Company’s home page at www.zoll.com. Recorded replays of this conference call will be available on the web page beginning later that day.

ZOLL Medical Corporation is committed to developing technologies that help advance the practice of resuscitation. With products for pacing, defibrillation, circulation (with ZOLL’s See-Thru CPR® and Real CPR Help®) technologies, ventilation, and fluid resuscitation, ZOLL provides a comprehensive set of technologies that help clinicians, EMS professionals, and lay rescuers resuscitate sudden cardiac arrest or trauma victims. ZOLL also designs and markets software that automates the documentation and management of both clinical and non-clinical information.

ZOLL markets and sells its products in more than 140 countries. The company has direct operations, distributor networks, and business partners throughout the U.S., Canada, Latin America, Europe, the Middle East and Africa, Asia, and Australia. For more information, visit www.zoll.com or call +1 (978) 421-9655.

Certain statements contained in this press release, including statements regarding the anticipated development of the Company's business, our belief regarding revenues related to AutoPulse sales, and other statements contained herein regarding matters that are not historical facts, are “forward-looking” statements (as defined in the Private Securities Litigation Reform Act of 1995). Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, those factors discussed in the section entitled “Risk Factors” in the Company's Quarterly Report on Form 10-Q filed with the SEC on February 6, 2009. You should not place undue reliance on the forward-looking statements in this press release, and the Company disavows any obligation to update or supplement those statements in the event of any changes in the facts, circumstances, or expectations that underlie those statements.

© 2009 ZOLL Medical Corporation. All rights reserved. 269 Mill Road, Chelmsford, MA 01824-4105. AutoPulse, LifeVest, See-Thru CPR, CPR Help and ZOLL are registered trademarks of ZOLL Medical Corporation. All trademarks are property of their respective owners.

ZOLL MEDICAL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
	March 29, 2009		September 28, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	37,026	$	36,675
Short-term investments		29,984		32,597
Accounts receivable, net		81,855		84,423
Inventory		67,913		61,023
Prepaid expenses and other current assets		13,438		12,313
Total current assets		230,216		227,031
Property and equipment, net		38,344		33,954
Other assets, net		86,737		85,035
	$	355,297	$	346,020
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	28,730	$	17,539
Accrued expenses and other liabilities		52,025		57,702
Total current liabilities		80,755		75,241
Non- current liabilities:
Other long-term liabilities		2,921		2,921
Total liabilities		83,676		78,162
Total stockholders’ equity		271,621		267,858
	$	355,297	$	346,020

ZOLL MEDICAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)
	Three Months Ended				Six Months Ended
	March 29, 2009		March 30, 2008		March 29, 2009			March 30, 2008
Net sales	$	92,708	$	99,160	$	182,170		$	192,175
Cost of goods sold		44,563		45,522		87,112			93,392
Gross profit		48,145		53,638		95,058			98,783
Expenses:
Selling and marketing		27,632		28,420		54,181			53,548
General and administrative		7,993		8,119		15,626			15,729
Research and development		10,116		8,549		18,085			16,381
Total expenses		45,741		45,088		87,892			85,658
Income from operations		2,404		8,550		7,166			13,125
Other income (expense)		237		285		(632	)		678
Income before taxes		2,641		8,835		6,534			13,803
Tax expense		859		3,181		1,858			4,969
Net income	$	1,782	$	5,654	$	4,676		$	8,834
Earnings per share:
Basic	$	0.08	$	0.27	$	0.22		$	0.43
Diluted	$	0.08	$	0.27	$	0.22		$	0.42
Weighted average common shares:
Basic		21,077		20,782		21,069			20,747
Diluted		21,160		21,208		21,219			21,142

CONTACT:
ZOLL Medical Corporation
A. Ernest Whiton, 978-421-9655
Chief Financial Officer