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



                                December 10, 1996
                                (Date of Report)





                       CARDIOTRONICS SYSTEMS, INCORPORATED
             (Exact Name of Registrant as Specified in its Charter)


                           Commission File No. 0-26656


                                    Colorado
                          (State or Other Jurisdiction
                                of Incorporation)
                                   33-0327520
                        (IRS Employer Identification No.)
                               5966 La Place Court
                           Carlsbad, California 92008
                    (Address of Principal Executive Offices)


                                 (619) 431-9446
                          (Registrant's Telephone No.)




                                                          Exhibit Index Page 3





Item 1.  Changes in Control of Registrant

     The Company announced that on December 10, 1996 Ballard Medical Products, a
Utah corporation  which is publicly traded on the New York Stock Exchange acting
through   its   wholly-owned   subsidiary,   Ballard   Acquisition   Corporation
("Ballard"),  purchased  approximately 90.1% of the outstanding capital stock of
the Company in a private stock purchase  transaction.  Ballard  purchased all of
the  preferred and common stock  holdings of Warburg,  Pincus  Investors,  L.P.,
Vertical Fund Associates, L.P. SO-Cal Partners and certain other individuals for
$3.75 per share of common stock or equivalent thereof for a total purchase price
of $11,393,854 and paid off approximately $2,700,000 in debt owed by the Company
to Warburg, Pincus Investors, L.P. and Vertical Fund Associates, L.P. As part of
the  transaction,  the Company's  outstanding  line of credit in the approximate
amount of  $5,500,000  has been paid and certain  officers and  employees of the
Company  have  received  retention  bonus  payments  and  option  payoffs in the
aggregate amount of $630,000.  Immediately following the completion of the stock
purchases,  Ballard  initiated  a short-  form  merger  of  Ballard  Acquisition
Corporation  with and into the  Company  such that the  Company  will become the
wholly-owned subsidiary of Ballard and each of the existing Company shareholders
are either to receive $3.75 per share of common stock or equivalent thereof then
held by such shareholder or to exercise his or her dissenter's rights.

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.

Dated:  December 10, 1996                   CARDIOTRONICS SYSTEMS, INC.



                                             By:/s/Tim J. Way
                                                Tim J. Way, Secretary
 
 






                                  EXHIBIT INDEX



        Exhibit Number                                   Description
             2.1                                     Form of Press Release
             2.2                                         Merger Agreement