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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM 10-K

/ X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 25, 1994

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

FOR THE TRANSITION PERIOD FROM TO
----------------- -----------------

COMMISSION FILE NO. 1-5353

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

TELEFLEX INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 23-1147939
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

630 WEST GERMANTOWN PIKE, SUITE 450, PLYMOUTH 19462
MEETING, PENNSYLVANIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

Registrant's telephone number, including area code: (610) 834-6301

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value $1 per share--New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

NONE

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 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
----- -----

The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $504,387,985 as of February 1, 1995.

The registrant had 17,283,442 Common Shares outstanding as of February 1,
1995.

Documents Incorporated by Reference: (a) Annual Report to Shareholders for
the fiscal year ended December 25, 1994, incorporated partially in Part I and
Part II hereof; and (b) Proxy Statement for the 1995 Annual Meeting of
Shareholders, incorporated partially in Part III hereof.
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2

PART I

ITEM 1. BUSINESS

The Company* was incorporated in 1943 as a manufacturer of precision
mechanical push/pull controls for military aircraft. From this original single
market, single product orientation, the Company began to emphasize products and
services in a broader range of economically diverse markets to reduce its
vulnerability to economic cycles. Since the mid-1970s, the Company's investments
have been directed toward specific market niches employing its technical
capabilities to provide solutions to specific engineering problems and, more
recently toward expanding into new but related medical businesses. The
continuing stream of new products and value-added product improvements that have
resulted from this strategy have enabled the Company to participate in larger
market segments. Several of these new products and product improvements were
developed by means of an unusual investment program of the Company called the
New Venture Fund. Established in 1972, the Fund directs monies representing
one-half percent of sales into the development of new products and services.
This concept allows for entrepreneurial risk taking in new areas by encouraging
innovation and competition among the Company's managers for funds to pursue new
programs and activities independent of their operating budgets. Examples of New
Venture projects include the initial funding of SermeTel(R) research and most of
the early seed money for certain medical products.

The Company's business is separated into three segments -- Aerospace
Products and Services, Medical Products and Commercial Products.

AEROSPACE PRODUCTS AND SERVICES SEGMENT

The Aerospace Products and Services Segment serves the aerospace, defense
and turbine engine markets. Its businesses design and manufacture precision
controls and systems for both military and commercial application; provide
coating and repair services for turbine engine manufacturers, operators and
overhaulers; and manufacture airfoils for both flight and land-based turbine
engines.

These products and services, many of which are proprietary, require a high
degree of engineering sophistication and are often custom designed. External
economic influences on these products and services relate primarily to spending
patterns in the worldwide aerospace and defense industry. The Aerospace Products
and Services Segment consists of the Aerospace/Defense Group and Sermatech
International.

Within the Aerospace/Defense Group, the Company designs and manufactures
advanced mechanical and electromechanical controls, actuators, valves, control
systems and other components for the aerospace and defense industries for
application on commercial and military aircraft and helicopters, commuter
aircraft, missiles, space vehicles, naval vessels, ground support equipment and
ordnance. Many of these controls and control systems are based on the principle
of mechanically transmitting, by flexible cable, a push-pull or rotary thrust.
By advanced engineering techniques, this simple concept is employed in
components and systems capable of transmitting force with precision to control
and actuate functions at remote locations.

Aircraft controls and control systems include highly complex engine
controls, aerodynamic surface controls and cargo handling systems. The principal
products consist of throttle and thrust-reverser/feedback control systems for
use on various fixed and rotary-wing aircraft and numerous other critical
mechanical and electromechanical control systems. Controls and actuators
designed and manufactured by the Company over the last several years include the
canopy actuators for military fighter aircraft and missile launch components,
specialized mechanical control systems for naval vessels, and alternate flap
actuators and cargo systems for commercial aircraft.

The Company's design engineers work with design personnel from the major
aircraft and jet engine manufacturers in the development of products for use on
new aircraft. In addition, the Company supplies spare parts to aircraft
operators. This spare parts business extends as long as the particular type of
aircraft continues in service.

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

* As used herein the "Company" refers to Teleflex Incorporated and its
consolidated subsidiaries.

1
3

In the early 1960s, aircraft manufacturers began to encounter high
temperature lubrication problems in connection with mechanical controls for
aircraft jet engines. Through its subsidiary, Sermatech International, the
Company utilized its aerospace experience and engineering capabilities to
develop a series of formulations of inorganic coatings to solve these high
temperature lubrication problems. These products were further developed by the
Company and sold under the trademark SermeTel(R) to provide anti-corrosion
protection for compressor blades and other airfoils. Sermatech International
through a network of facilities in five countries, provides a variety of
sophisticated protective coatings and other services for gas turbine engine
components; highly-specialized repairs for critical components such as fan
blades and airfoils; and manufacturing and high quality dimensional finishing of
airfoils.

Through the years the Company has added other technologies through
acquisition and internal development and now offers a diverse range of technical
services and materials technologies to turbine markets throughout the world. In
1993 the Company acquired Mal Tool & Engineering, a manufacturer of fan blades
for flight turbines, and airfoils for both flight and land-based gas turbines
and steam turbines. The acquisition broadens the Company's product offering
including turnkey manufactured and coated airfoils and provides another entree
to major international turbine manufacturers.

MEDICAL PRODUCTS SEGMENT

Within the Medical Products Segment, the Company operates three businesses:
TFX OEM, Rusch International and Pilling Weck. In the late 1970s, the Company
decided to apply its polymer technologies to the medical market, and began by
extruding intravenous catheter tubing which it sold to original equipment
manufacturers. Through TFX OEM, the Company produces standard and
custom-designed semi-finished components for other medical device manufacturers
using its polymer materials and processing technology. Through acquisitions the
Company established the other two product lines of this segment: hospital supply
and surgical devices.

In 1989, the acquisition of Willy Rusch AG and affiliates in Germany
brought with it an established manufacturing base and distribution network,
particularly in Europe. This and other smaller acquisitions designed to broaden
the Company's product offerings form the base of the hospital supply business.
The Company conducts its hospital supply business under the name of Rusch
International. This business includes the manufacture and sale of invasive
disposable and reusable devices for the urology, gastroenterology,
anesthesiology and respiratory care markets worldwide. The Rusch International
product offerings include among others latex catheters, endotracheal tubes,
laryngoscopes, face masks and tracheostomy tubes.

The acquisitions of the Pilling Company in 1991 and Edward Weck
Incorporated in 1993 became the foundation of the surgical devices business now
operating as Pilling Weck. The Weck acquisition was assimilated during 1994 into
the existing surgical device operations. The combination of Pilling and Weck
significantly expands the product offerings, marketing opportunities and selling
capabilities in the surgical devices market in the United States; and provides
opportunities for increasing international sales. During 1994, smaller
acquisitions were made to balance the Company's product offerings in Europe.
Pilling Weck manufactures and distributes primarily through its own sales force
instruments used in both traditional (open) and minimally-invasive surgical
procedures including general and specialized surgical instruments such as
scissors, forceps, vascular clamps, needle holders, retractors, ligation clips,
appliers, skin staples and electrosurgery products.

COMMERCIAL PRODUCTS SEGMENT

The Commercial Products Segment involves the design and manufacture of
mechanical, electrical, and hydraulic controls and electronic products for the
pleasure marine market; proprietary mechanical controls for the automotive
market; and certain innovative proprietary products for the fluid transfer and
outdoor power equipment markets.

Products in the Commercial Products Segment generally are less complex and
are produced in higher unit volume, are manufactured for general distribution,
as well as custom fabricated to meet individual customer needs. Consumer
spending patterns generally influence the market trends for these products.

2
4

The Commercial Products Segment consists of three major product lines:
Marine, Automotive and Industrial.

The Company is a leading domestic producer of mechanical steering systems
for pleasure power boats. It also manufactures hydraulic steering systems,
engine throttle and shift controls, electrical instrumentation and recently has
expanded into electronic navigation, location and communication systems. In 1991
the Company acquired Marinex Industries, Ltd., a British manufacturer of marine
electronics. Its Cetrek autopilots and navigational equipment complement
Teleflex's hydraulic steering products which together can be sold to both the
commercial and pleasure marine markets. Techsonic Industries, Inc., a
manufacturer of marine information systems (electronic navigation, communication
and fish location devices) sold through mass merchandisers under the Humminbird
brand name, became a wholly owned subsidiary in 1992. In 1994, the Company
acquired TX Controls, a Swedish manufacturer of mechanical and hydraulic
steering systems, engine control systems and cables for application on marine
craft and industrial vehicles. The acquisition of TX Controls, along with
Marinex, enhanced the Company's access to the international marine market. Aside
from the Humminbird products, the Company's marine products are sold principally
to boat builders, in the aftermarket, and are used principally on pleasure craft
but also have application on commercial vessels.

The Company is a major supplier of mechanical controls to the domestic
automotive market. The principal products in this market are accelerator,
transmission, shift, park lock, window regulator controls and a new heat
resistant flexible fuel line. Acceptance by the automobile manufacturers of a
Company-developed control for use on a new model ordinarily assures the Company
a large, but not exclusive, market share for the supply of that control. The
sales of mechanical automotive controls were $123,390,000, $139,128,000 and
$164,500,000 in 1992, 1993 and 1994, respectively.

Industrial controls and electrical instrumentation products are also
manufactured for use in other applications, including agricultural equipment,
outdoor power equipment, leisure vehicles and other on- and off-road vehicles.
In addition, the Company produces stainless steel overbraided fluoroplastic hose
for fluid transfer in such markets as the chemical, petroleum and food
processing industries.

MARKETING

In 1994, the percentages of the Company's consolidated net sales
represented by its major markets were as follows: aerospace -- 25%;
medical -- 31%; marine and industrial -- 24%; and automotive -- 20%.

The major portion of the Company's products are sold to original equipment
manufacturers. Generally, products sold to the aerospace and automotive markets
are sold through the Company's own force of field engineers. Products sold to
the marine, medical and general industrial markets are sold both through the
Company's own sales forces and through independent representatives and
independent distributor networks.

For information on foreign operations, export sales, and principal
customers, see text under the heading "Business segments and other information"
on page 26 of the Company's 1994 Annual Report to Shareholders, which
information is incorporated herein by reference.

COMPETITION

The Company has varying degrees of competition in all elements of its
business. None of the Company's competitors offers products for all the markets
served by the Company. The Company believes that its competitive position
depends on the technical competence and creative ability of its engineering and
development personnel, the know-how and skill of its manufacturing personnel as
well as its plants, tooling and other resources.

PATENTS

The Company owns a number of patents and has a number of patent
applications pending. The Company does not believe that its business is
materially dependent on patent protection.

3
5

SUPPLIERS

Materials used in the manufacture of the Company's products are purchased
from a large number of suppliers. The Company is not dependent upon any single
supplier for a substantial amount of the materials it uses.

BACKLOG

As of December 25, 1994 the Company's backlog of firm orders for the
Aerospace Products and Services Segment was $106 million, of which it is
anticipated that approximately three-fourths will be filled in 1995. The
Company's backlog for Aerospace Products and Services on December 26, 1993 was
$94 million.

As of December 25, 1994 the Company's backlog of firm orders for the
Medical Products and Commercial Products segments was $21 million and $74
million, respectively. This compares with $23 million and $54 million,
respectively, as of December 26, 1993. Substantially all of the December 25,
1994 backlog will be filled in 1995. Most of the Company's medical and
commercial products are sold on orders calling for delivery within no more than
a few months so that the backlog of such orders is not indicative of probable
net sales in any future 12-month period.

EMPLOYEES

The Company had approximately 9,000 employees at December 25, 1994.

EXECUTIVE OFFICERS

The names and ages of all executive officers of the Company as of March 1,
1995 and the positions and offices with the Company held by each such officer
are as follows:

POSITIONS AND OFFICES
NAME AGE WITH COMPANY
------------------------ --- -------------------------------------------------------------

Lennox K. Black 64 Chairman of the Board, Chief Executive Officer and Director
David S. Boyer 52 President and Director
John J. Sickler 52 President -- TFX Equities Inc.
Dr. Roy C. Carriker 57 President and Chief Operating Officer -- TFX Aerospace
Richard A. Woodfield 52 President and Chief Operating Officer -- TFX Medical
Harold L. Zuber, Jr. 45 Vice President, Chief Financial Officer and Controller
Steven K. Chance 49 Vice President, General Counsel and Secretary
Ira Albom 65 Senior Vice President
Louis T. Horvath 56 Vice President -- Quality Management
Ronald D. Boldt 52 Vice President -- Human Resources
Janine Dusossoit 41 Vice President -- Investor Relations
Thomas M. Byrne 48 Assistant Treasurer

Mr. Boyer was elected as a director on December 6, 1993.

Mr. Sickler was elected Senior Vice President and President of TFX Equities
Inc. on December 3, 1990. Prior to that date he was President and Chief
Operating Officer -- Aerospace/Defense Group.

Dr. Carriker was named President and Chief Operating Officer -- TFX
Aerospace on January 3, 1994. Prior to that date he was President -- Sermatech
International.

Mr. Woodfield was elected President and Chief Operating Officer -- TFX
Medical on March 9, 1992. Prior to that date, he was President of Empire
Abrasive Equipment Corporation.

4
6

Mr. Chance was elected to the position of Secretary on December 3, 1990.

Mr. Boldt was named to the position of Vice President -- Human Resources on
March 9, 1992. Prior to that date he was Director of Human Resources.

Ms. Dusossoit was named to the position of Vice President -- Investor
Relations on March 1, 1993. From April 1, 1992 to March 1, 1993 she was Director
of Investor Relations. Prior to that date she was a business consultant.

Mr. Byrne was elected Assistant Treasurer on December 3, 1990. Prior to
that date, he was Director of Internal Auditing.

Officers are elected by the Board of Directors for one year terms. No
family relationship exists between any of the executive officers of the Company.

ITEM 2. PROPERTIES

The Company's operations have approximately 90 owned and leased properties
consisting of plants, engineering and research centers, distribution warehouses
and other facilities. The properties are maintained in good operating condition.
All the plants are suitably equipped and utilized, and have space available for
the activities currently conducted therein and the increased volume expected in
the foreseeable future.

The following are the Company's major facilities:

SQUARE OWNED OR EXPIRATION
LOCATION FOOTAGE LEASED DATE
------------------------------------------------------------- ------- -------- ----------

AEROSPACE PRODUCTS AND SERVICES SEGMENT
Spanish Fork, UT............................................. 189,000 Owned N/A
Oxnard, CA................................................... 145,000 Leased 2003
North Wales, PA.............................................. 114,000 Owned N/A
Mentor, OH................................................... 90,000 Leased 1997
Limerick, PA................................................. 70,000 Owned(1) N/A
Derbyshire, England.......................................... 70,000 Leased 1999
Manchester, CT............................................... 63,000 Owned N/A
Windsor, CT.................................................. 59,000 Leased 1995
Compton, CA.................................................. 49,000 Leased 1999
Biddeford, ME................................................ 32,000 Leased 1998
Hausham, Germany............................................. 30,000 Owned N/A

MEDICAL PRODUCTS SEGMENT
Kernen, Germany.............................................. 263,000 Owned N/A
Durham, NC................................................... 144,000 Owned N/A
Kernen, Germany.............................................. 114,000 Leased 2013
Taiping, Malaysia............................................ 85,000 Owned N/A
Lurgan, Northern Ireland..................................... 80,000 Owned N/A
Duluth, GA................................................... 69,000 Leased 1999
Fort Washington, PA.......................................... 65,000 Owned N/A
Jaffrey, NH.................................................. 60,000 Owned(1) N/A
Gembloux, Belgium............................................ 53,000 Leased 1995
Montevideo, Uruguay.......................................... 45,000 Owned N/A
Bourg-en-Bresse, France...................................... 38,000 Leased 1999
Bad Liebenzell, Germany...................................... 36,000 Leased 2000
Betschdorf, France........................................... 32,000 Owned N/A
High Wycombe, England........................................ 25,000 Leased 2012
Betschdorf, France........................................... 23,000 Leased 1999
Limerick, Ireland............................................ 16,000 Leased 2020

COMMERCIAL PRODUCTS SEGMENT
Van Wert, OH................................................. 110,000 Owned(1) N/A
Limerick, PA................................................. 110,000 Owned N/A

5
7

SQUARE OWNED OR EXPIRATION
LOCATION FOOTAGE LEASED DATE
------------------------------------------------------------- ------- -------- ----------

Hagerstown, MD............................................... 103,000 Owned(1) N/A
Waterbury, CT................................................ 99,000 Leased 1998
Eufaula, AL.................................................. 98,000 Owned N/A
Suffield, CT................................................. 90,000 Leased 1998
Hillsdale, MI................................................ 75,000 Owned(1) N/A
Willis, TX................................................... 65,000 Owned(1) N/A
Eufaula, AL.................................................. 61,000 Owned N/A
Lebanon, VA.................................................. 52,000 Owned(1) N/A
Goteborg, Sweden............................................. 37,000 Owned N/A
Vancouver, B.C., Canada...................................... 30,000 Owned N/A
Troy, MI..................................................... 29,000 Leased 2003
Sarasota, FL................................................. 25,000 Owned N/A
Poole, England............................................... 20,000 Owned N/A

---------------
(1) The Company is the beneficial owner of these facilities under installment
sale or similar financing agreements.

In addition to the above, the Company owns or leases approximately 500,000
square feet of warehousing, manufacturing and office space located in the United
States, Canada and Europe.

ITEM 3. LEGAL PROCEEDINGS

Two subsidiaries of the Company have been identified as potentially
responsible parties (PRPs) in connection with the Casmalia Resources Hazardous
Waste Management Facility. The Company has joined a group of other PRPs,
predominately in the aerospace industry, to negotiate with the United States
Environmental Protection Agency a good faith offer to take over responsibility
for a program of closure and post-closure care of the site. The PRPs from the
aerospace industry are currently engaged in negotiations with a second PRP group
with the aim of providing a common negotiating front with the Environmental
Protection Agency.

In July 1994, the North Penn Water Authority ("NPWA") instituted suit
against the Company in the United States District Court for the Eastern District
of Pennsylvania. NPWA alleges that acts or omissions of the Company and four
other defendants caused releases of chlorinated solvents that have contaminated,
and continue to contaminate, one of NPWA's wells located near Lansdale,
Pennsylvania. NPWA seeks injunctive relief to require defendants to abate the
alleged contamination. NPWA also seeks the recovery of costs allegedly incurred
because of the contamination. The Company filed an answer denying any liability
to NPWA for the claims made in the complaint and is vigorously defending this
action. The parties are engaged in settlement negotiations.

In the opinion of the Company's management, based on the current allocation
formula and the facts presently known, the ultimate outcome of these
environmental matters will not result in a liability material to the Company's
consolidated financial condition or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

6
8

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS

See "Quarterly Financial Data" on page 27 of the Company's 1994 Annual
Report to Shareholders for market price and dividend information. Also see the
Note entitled "Borrowings and Leases" on page 23 of such Annual Report for
certain dividend restrictions under loan agreements, all of which information is
incorporated herein by reference. The Company had approximately 1,500 registered
shareholders at February 1, 1995.

ITEM 6. SELECTED FINANCIAL DATA

See pages 28 through 31 of the Company's 1994 Annual Report to
Shareholders, which pages are incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

See the text under the heading "Financial Review" on pages 32 through 37 of
the Company's 1994 Annual Report to Shareholders, which information is
incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See pages 19 through 27 of the Company's 1994 Annual Report to
Shareholders, which pages are incorporated herein by reference.

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

For information with respect to the Company's Directors and Director
nominees, see "Election Of Directors" and "Additional Information About The
Board Of Directors" on pages 2 through 4 of the Company's Proxy Statement for
its 1995 Annual Meeting, which information is incorporated herein by reference.

For information with respect to the Company's Executive Officers, see Part
I of this report on pages 4 and 5, which information is incorporated herein by
reference.

ITEM 11. EXECUTIVE COMPENSATION

See "Additional Information About The Board of Directors", "Board
Compensation Committee", "Five-Year Shareholder Return Comparison" and
"Executive Compensation and Other Information" on pages 4 through 10 and
"Amendments to the 1990 Stock Compensation Plan" on pages 10 through 13 of the
Company's Proxy Statement for its 1995 Annual Meeting, which information is
incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

See "Security Ownership of Certain Beneficial Owners and Management" on
pages 1 and 2 and "Election Of Directors" on pages 2 through 4 of the Company's
Proxy Statement for its 1995 Annual Meeting, which information is incorporated
herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See "Additional Information About The Board Of Directors", "Board
Compensation Committee" and "Executive Compensation and Other Information" on
pages 4 through 10 of the Company's Proxy Statement for its 1995 Annual Meeting,
which information is incorporated herein by reference.

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9

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) Consolidated Financial Statements:

The index to Consolidated Financial Statements and Schedules is set
forth on page 10 hereof.

(b) Reports on Form 8-K:

A Form 8-K was filed on January 5, 1994, as amended February 24, 1994
in connection with the acquisition of certain assets and the assumption
of certain liabilities of Edward Weck Incorporated.

The Exhibits are listed in the Index to Exhibits.

For the purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned registrant hereby undertakes as follows, which undertaking shall be
incorporated by reference into registrant's Registration Statements on Form S-8
Nos. 2-84148 (filed June 28, 1989), 2-98715 (filed May 11, 1987), 33-34753
(filed May 10, 1990) and 33-53385 (filed April 29, 1994):

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

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10

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned, thereunto duly authorized as of the
date indicated below.

TELEFLEX INCORPORATED

By LENNOX K. BLACK
------------------------------------
Lennox K. Black
Chairman of the Board

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and as of the date indicated below.

By LENNOX K. BLACK
------------------------------------
Lennox K. Black
(Principal Executive Officer)

By HAROLD L. ZUBER, JR.
------------------------------------
Harold L. Zuber, Jr.
(Principal Financial and Accounting
Officer)

Pursuant to General Instruction D to Form 10-K, this report has been signed
by Steven K. Chance as Attorney-in-Fact for a majority of the Board of Directors
as of the date indicated below.

Lennox K. Black Director
Pemberton Hutchinson Director
Lewis E. Hatch, Jr. Director
Palmer E. Retzlaff Director
Donald Beckman Director
John H. Remer Director
Sigismundus W. W. Lubsen Director
James W. Stratton Director
David S. Boyer Director

By STEVEN K. CHANCE
------------------------------------
Steven K. Chance
Attorney-in-Fact

Dated: March 24, 1995

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TELEFLEX INCORPORATED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements together with the report thereon of
Price Waterhouse LLP dated February 9, 1995 on pages 19 to 27 of the
accompanying 1994 Annual Report to Shareholders are incorporated in this Annual
Report on Form 10-K. With the exception of the aforementioned information, and
those portions incorporated by specific reference in this document, the 1994
Annual Report to Shareholders is not to be deemed filed as part of this report.
The following Financial Statement Schedule together with the report thereon of
Price Waterhouse LLP dated February 9, 1995 on page 11 should be read in
conjunction with the consolidated financial statements in such 1994 Annual
Report to Shareholders. Financial Statement Schedules not included in this Form
10-K Annual Report have been omitted because they are not applicable or the
required information is shown in the consolidated financial statements or notes
thereto.

FINANCIAL STATEMENT SCHEDULE

Schedule:

PAGE
----

VIII Valuation and qualifying accounts............................................. 12

10
12

REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE

To the Board of Directors
of Teleflex Incorporated

Our audits of the consolidated financial statements referred to in our report
dated February 9, 1995 appearing on page 27 of the 1994 Annual Report to
Shareholders of Teleflex Incorporated (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedule listed in Item 14(a)
of this Form 10-K. In our opinion, the Financial Statement Schedule presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.

PRICE WATERHOUSE LLP

Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103
February 9, 1995

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectuses
constituting part of the Registration Statements on Form S-8 (No. 2-84148, No.
2-98715, No. 33-34753, and No. 33-53385) of Teleflex Incorporated of our report
dated February 9, 1995 appearing on page 27 of the 1994 Annual Report to
Shareholders which is incorporated in this Annual Report on Form 10-K. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedule, which appears above.

PRICE WATERHOUSE LLP

Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103
March 24, 1995

11
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TELEFLEX INCORPORATED

SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
ALLOWANCE FOR DOUBTFUL ACCOUNTS

BALANCE AT ADDITIONS DOUBTFUL BALANCE AT
BEGINNING CHARGED TO ACCOUNTS END OF
FOR THE YEAR ENDED OF YEAR INCOME WRITTEN OFF YEAR
----------------------------------------- ---------- ---------- ----------- ----------

December 25, 1994........................ $2,352,700 $1,251,800 $ (567,600) $3,036,900
December 26, 1993........................ $2,701,100 $1,151,100 $(1,499,500) $2,352,700
December 27, 1992........................ $2,418,600 $1,954,700 $(1,672,200) $2,701,100

12
14

March 20, 1995

INDEX TO EXHIBITS

EXHIBIT

3 (a) - The Company's Articles of Incorporation (except for Article Thirteenth
and the first paragraph of Article Fourth) are incorporated herein by reference
to Exhibit 3(a) to the Company's Form 10-Q for the period ended June 30, 1985.
Article Thirteenth of the Company's Articles of Incorporation is incorporated
herein by reference to Exhibit 3 of the Company's Form 10-Q for the period
ended June 28, 1987. The first paragraph of Article Fourth of the Company's
Articles of Incorporation is incorporated herein by reference to Exhibit 3 of
the Company's Form 10-Q for the period ended June 25, 1989 (filed with Form 8,
dated August 23, 1989).

(b) - The Company's Bylaws are incorporated herein by reference to
Exhibit 3(b) of the Company's Form 10-K for the year ended December 28, 1987.

10 (a) - The 1982 Stock Option Plan, incorporated herein by reference to the
Company's registration statement on Form S-8 (Registration No. 2-84148), as
supplemented, with amendments of April 26, 1991 incorporated by reference to
the Company's definitive Proxy Statement for the 1991 Annual Meeting of
Shareholders.

(b) - The 1990 Stock Compensation Plan, incorporated herein by
reference to the Company's registration statement on Form S-8 (Registration No.
33-34753), with amendments of April 26, 1991 incorporated by reference to the
Company's definitive Proxy Statement for the 1991 Annual Meeting of
Shareholders.

(c) - The Salaried Employees' Pension Plan, as amended and restated in
its entirety, effective July 1, 1985 and the retirement income plan as amended
and restated in its entirety effective January 1, 1994 and related Trust
Agreements, dated July 1, 1994.

(d) - Description of deferred compensation arrangements between the
Company and its Chairman, L.K. Black, incorporated by reference to the
Company's definitive Proxy Statement for the 1995 Annual Meeting of
Shareholders.

(e) - Information on the Company's Profit Participation Plan,

15
INDEX TO EXHIBITS . . . PAGE 2

insurance arrangements with certain officers and deferred compensation
arrangements with certain officers, non-qualified supplementary pension plan
for salaried employees and compensation arrangements with directors is
incorporated by reference to the Company's definitive Proxy Statement for the
1993, 1994 and 1995 Annual Meeting of Shareholders.

(f) - The Company's Voluntary Investment Plan is incorporated by
reference to Exhibit 28 of the Company's registration statement on Form S-8
(Registration No. 2-98715).

(g) - Asset Purchase Agreement between Teleflex Incorporated and
Edward Weck Incorporated dated as of November 15, 1993 incorporated by
reference to Exhibit 2 of the Company's Form 8-K filed January 5, 1994.

13 - Pages 19 through 31 of the Company's Annual Report to Shareholders for the
period ended December 25, 1994.

22 - The Company's Subsidiaries.

24 - Consent of Independent Accountants (see page 11 herein).

25 - Power of Attorney.