SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
                                    ---------

[X]   QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002.

                                             OR
[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ________



Commission File Number              0-18592



                           MERIT MEDICAL SYSTEMS, INC.
             -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)


           Utah                                              87-0447695
---------------------------------                   ---------------------------
(State or other jurisdiction                        (I.R.S. Identification No.)
of incorporation or organization)

                1600 West Merit Parkway, South Jordan Utah, 84095
                -------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (801) 253-1600
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

      Indicate by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Sections 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 [ ]

      Indicate  the  number of shares  outstanding  of each of the  Registrant's
classes of common stock, as of the latest practicable date.



  Common Stock                                              13,845,141
----------------                                --------------------------------
 TITLE OR CLASS                                 Number of Shares Outstanding at
                                                        November 13, 2002












                           MERIT MEDICAL SYSTEMS, INC.

                               INDEX TO FORM 10-Q





PART I.     FINANCIAL INFORMATION                                         PAGE
                                                                          ----

  Item 1.   Financial Statements
                                                                                        
            Consolidated Balance Sheets as of September 30, 2002
            and December 31, 2001 ......................................................... 3

            Consolidated Statements of Operations for the three and nine months
            ended September 30, 2002 and 2001.............................................. 5

            Consolidated Statements of Cash Flows for the nine months
            ended September 30, 2002 and 2001.............................................. 6

            Notes to Consolidated Financial Statements..................................... 8

  Item 2.   Management's Discussion and Analysis of Financial Condition
            and Results of Operations..................................................... 10

  Item 3.  Market Risk Disclosure......................................................... 15

  Item 4.  Controls and Procedures........................................................ 15


PART II.   OTHER INFORMATION


  Item 4.  Exhibits and Reports on Form 8-K............................................... 16

  Item 5.  Other Information.............................................................. 16

SIGNATURES................................................................................ 16

Certifications............................................................................ 17



                                       2



















MERIT MEDICAL SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2002 AND DECEMBER 31, 2001 (Unaudited)
--------------------------------------------------------------------------------

                                           PART I - FINANCIAL INFORMATION

ITEM 1:  Financial Statements

                                                 September 30,      December 31,
                                                     2002               2001
                                                 -------------    -------------
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents                        $   6,420,658    $     341,690
Short-term investments                                 121,146           85,286
Trade receivables - net                             14,221,770       14,748,021
Employee and related party receivables                 179,949          266,905
Irish Development Agency grant receivable               19,999           98,081
Inventories                                         20,159,350       20,823,616
Prepaid expenses and other assets                      671,310          514,786
Deferred income tax assets                             723,299          723,299
                                                 -------------    -------------
Total current assets                                42,517,481       37,601,684
                                                 -------------    -------------

PROPERTY AND EQUIPMENT:
Land                                                 2,034,522        1,252,066
Building                                             3,299,439        1,500,000
Automobiles                                             87,536           91,573
Manufacturing equipment                             24,564,200       23,289,880
Furniture and fixtures                              10,655,733        9,963,045
Leasehold improvements                               6,063,462        5,659,457
Construction-in-progress                             3,316,786        1,738,540
                                                 -------------    -------------
Total                                               50,021,678       43,494,561
Less accumulated depreciation
  and amortization                                 (24,881,419)     (21,671,501)
                                                 -------------    -------------
Property and equipment - net                        25,140,259       21,823,060
                                                 -------------    -------------

OTHER ASSETS:
Intangible assets - net                              2,116,825        2,434,632
Goodwill - net                                       4,764,596        4,764,596
Deposits                                                35,323           34,843
                                                 -------------    -------------
Total other assets                                   6,916,744        7,234,071
                                                 -------------    -------------

TOTAL ASSETS                                     $  74,574,484    $  66,658,815
                                                 =============    =============




Continued on page 4
See Notes to Consolidated Financial Statements



                                       3




MERIT MEDICAL SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS (Continued)
SEPTEMBER 30, 2002 AND DECEMBER 31, 2001 (Unaudited
--------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY
                                                 September  30,     December 31,
                                                      2002              2001
                                                 ------------     ------------

CURRENT LIABILITIES:
Current portion of long-term debt                $    456,629     $    598,086
Trade payables                                      4,587,862        4,659,295
Accrued expenses                                    6,960,225        4,817,595
Advances from employees                               154,592          128,624
Income taxes payable                                  881,454          486,763
                                                 ------------     ------------
Total current liabilities                          13,040,762       10,690,363

DEFERRED INCOME TAX LIABILITIES                     1,826,234        1,654,383

LONG-TERM DEBT                                         87,431        5,727,381

DEFERRED CREDITS                                      886,504          928,280
                                                 ------------     ------------

Total liabilities                                  15,840,931       19,000,407
                                                 ------------     ------------

STOCKHOLDERS' EQUITY:
Preferred stock 5,000,000 shares authorized
   as of September 30, 2002, and December 31,
   2001, no shares issued
Common  stock - no par  value;
   20,000,000  shares  authorized,
   13,767,649 and 13,242,914 shares
   issued at September 30, 2002
   and December 31, 2001, respectively             28,787,711       25,958,295
Retained earnings                                  30,507,177       22,353,053
Accumulated other comprehensive loss                 (561,335)        (652,940)
                                                 ------------     ------------
Total stockholders" equity                         58,733,553       47,658,408
                                                 ------------     ------------

TOTAL LIABILITIES AND STOCKHOLDERS" EQUITY       $ 74,574,484     $ 66,658,815
                                                 ============     ============




See Notes to Consolidated Financial Statements



                                       4





MERIT MEDICAL SYSTEMS, INC.



CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 and 2001    (Unaudited)
--------------------------------------------------------------------------------

                                                           Three Months Ended             Nine Months Ended
                                                              September 30,                 September 30,
                                                      ---------------------------------------------------------

                                                          2002           2001           2002           2001
                                                      ------------   ------------   ------------   ------------
                                                                                       
NET SALES                                             $ 29,341,129   $ 25,694,128   $ 86,802,667   $ 78,746,516

COST OF SALES                                           16,784,463     15,968,517     51,061,143     50,375,374
                                                      ------------   ------------   ------------   ------------

GROSS PROFIT                                     `      12,556,666      9,725,611     35,741,524     28,371,142
                                                      ------------   ------------   ------------   ------------

OPERATING EXPENSES:
Selling, general and administrative                      6,965,367      6,051,068     20,654,795     18,215,271
Research and development                                   967,248        944,205      2,875,416      3,165,068
                                                      ------------   ------------   ------------   ------------
Total operating expenses                                 7,932,615      6,995,273     23,530,211     21,380,339
                                                      ------------   ------------   ------------   ------------

INCOME FROM OPERATIONS                                   4,624,051      2,730,338     12,211,313      6,990,803

OTHER EXPENSE (INCOME) - NET                               (10,764)       130,814         75,696         99,389
                                                      ------------   ------------   ------------   ------------

INCOME BEFORE INCOME TAX EXPENSE                         4,634,815      2,599,524     12,135,617      6,891,414

INCOME TAX EXPENSE                                       1,509,412        854,528      3,981,493      2,101,200
                                                      ------------   ------------   ------------   ------------

NET INCOME                                            $  3,125,403   $  1,744,996   $  8,154,124      4,790,214
                                                      ============   ============   ============   ============

EARNINGS PER COMMON SHARE:
   Basic                                              $        .23   $        .14   $        .60   $        .38
                                                      ============   ============   ============   ============



   Diluted                                            $        .21   $        .12   $        .56   $        .37
                                                      ============   ============   ============   ============

AVERAGE COMMON SHARES:
   Basic                                                13,704,060     12,884,216     13,552,053     12,469,934
                                                      ============   ============   ============   ============

   Diluted                                              14,815,151     14,053,110     14,658,275     13,092,283
                                                      ============   ============   ============   ============











 See Notes to Consolidated Financial Statements



                                       5



MERIT MEDICAL SYSTEMS, INC.



CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001   (Unaudited)
------------------------------------------------------------------------------

                                                              September 30,            September 30,
                                                                  2002                     2001
                                                              ------------             ------------
                                                                                 
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                    $  8,154,124             $  4,790,214
                                                              ------------             ------------
Adjustments to reconcile net income to net
  cash provided by operating activities:
  Depreciation and amortization                                  3,380,893                3,442,261
  Bad debt expense                                                 190,837                  184,787
  Losses (gains) on sales and abandonment of
   property and equipment                                              543                 (785,695)
Amortization of deferred credits                                  (117,507)                (126,697)
Abandonment of certain patents and trademarks                      198,511
Deferred income taxes                                              171,851                   87,695
Changes in operating assets and liabilities net of
   effects from acquisitions:
         Trade receivables                                         335,414               (1,195,406)
         Employee and related party receivables                     86,956                   93,249
         Irish Development Agency grant receivable                 153,813                  245,423
         Inventories                                               664,266                3,434,816
         Investments                                               (35,860)
         Prepaid expenses                                         (156,524)                 (35,664)
         Deposits                                                     (480)                   6,019
         Trade payables                                            (71,433)                  (6,513)
         Accrued expenses                                        2,142,630                2,860,773
         Advances from employees                                    25,968                   44,511
         Income taxes payable                                      394,691                  525,412
                                                              ------------             ------------
Total adjustments                                                7,364,569                8,774,971
                                                              ------------             ------------

Net cash provided by operating activities                       15,518,693               13,565,185
                                                              ------------             ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for:
   Property and equipment                                       (6,581,837)              (2,803,991)
   Intangible assets                                                                       (174,140)
Proceeds from the sale of property and equipment                     2,498                  939,198
                                                              ------------             ------------
Net cash used in investing activities                           (6,579,339)              (2,038,933)
                                                              ------------             ------------








Continued on page 7
See Notes to Consolidated Financial Statements




                                       6




MERIT MEDICAL SYSTEMS, INC.


CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001    (Unaudited)
-------------------------------------------------------------------------------


                                                              September 30,            September 30,
                                                                  2002                     2001
                                                             ------------              ------------
                                                                                
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock                          2,829,416                 4,896,716
Principal payments on long-term debt                           (5,781,407)              (16,170,902)
                                                             ------------              ------------

Net cash used in  financing activities                         (2,951,991)              (11,274,186)
                                                             ------------              ------------

EFFECT OF EXCHANGE RATES ON CASH                                   91,605                   (15,452)
                                                             ------------              ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                       6,078,968                   236,614

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                  341,690                   412,384
                                                             ------------              ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                   $  6,420,658              $    648,998
                                                             ============              ============



SUPPLEMENTAL  DISCLOSURES OF CASH-FLOW
  INFORMATION Cash paid during the period for:
    Interest (including capitalized interest
      of $17,282 and $71,056, respectively)                  $    103,578              $    948,131
                                                             ============              ============
   Income taxes                                              $  1,488,830              $    144,502
                                                             ============              ============


SUPPLEMENTAL DISCLOSURES OF NONCASH
INVESTING AND FINANCING ACTIVITIES:

During the nine months ended September 30, 2001 the Company issued notes payable
totaling $271,169 for manufacturing equipment, and furniture and fixtures.





See Notes to Consolidated Financial Statements





                                       7




MERIT MEDICAL SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1. Basis of  Presentation.  The interim  financial  statements for the three and
nine months ended  September 30, 2002 and 2001,  are not audited and the balance
sheet as of December 31, 2002, is derived from audited financial statements. The
financial  statements  are  prepared in  accordance  with the  requirements  for
unaudited  interim  periods and,  consequently,  do not include all  disclosures
required for audited  financial  statements.  In the opinion of management,  the
accompanying   consolidated   financial   statements  contain  all  adjustments,
consisting only of normal recurring accruals,  necessary for a fair presentation
of the  financial  position of the Company as of September 30, 2002 and December
31,  2001,  and the results of its  operations  and cash flows for the three and
nine months ended  September 30, 2002 and 2001,  and its cash flows for the nine
months ended  September  30, 2002 and 2001.  The results of  operations  for the
three and nine months  ended  September  30,  2002 and 2001 are not  necessarily
indicative of the results for a full-year period.

2.  Inventories.  Inventories  at  September  30,  2002 and  December  31,  2001
consisted of the following:



                                                       September 30,       December 31,
                                                           2002                2001
                                                       -------------       --------------
                                                                     
          Raw materials                                $   7,478,915       $   7,501,253
          Work-in-process                                  3,983,578           3,001,250
          Finished goods                                  12,392,962          13,716,474
          Less reserve for obsolete inventory             (3,696,105)         (3,395,361)
                                                       -------------       --------------
        Total                                          $  20,159,350       $  20,823,616
                                                       =============       =============



3. Income Taxes.  The Company has not fully allocated income tax expense between
current and deferred for the quarters  ended  September  30, 2002 and 2001.  The
effective  tax rates for the three and nine months ended  September 30, 2002 and
2001 were below the 35% federal  statutory  rate.  Improvements in the effective
tax rate below the 35%  federal  statutory  rate were  largely the result of the
Company's  operations in Ireland which are currently  taxed at a lower rate than
the  Company's  overall  effective  tax rate as well as  credits  received  from
research and development expenditures.

4. Reporting  Comprehensive  Other than Net Income.  The Company determined that
the only transaction  considered to be an additional  component of comprehensive
income is the cumulative effect of foreign currency translation adjustments.  As
of  September  30, 2002 and December 31,  2001,  the  cumulative  effect of such
transactions   reduced   stockholders'   equity  by   $561,335   and   $652,940,
respectively. Comprehensive income for the three and nine months ended September
30, 2002 and 2001 is shown as follows:



                                                  Three months ended                 Nine months ended
                                             ---------------------------        ---------------------------
                                                     September 30,                      September 30,
                                                     -------------                      -------------
                                                 2002             2001               2002            2001
                                             -----------     -----------        -----------     -----------
                                                                                    
Net income                                   $ 3,125,403     $ 1,744,996        $ 8,154,124     $ 4,790,214
Foreign currency translation                       1,544          41,058             91,605         (15,452)
                                             -----------     -----------        -----------     -----------
Comprehensive income                        $  3,126,947     $ 1,786,054        $ 8,245,729     $ 4,774,762
                                            ============     ===========        ===========     ===========





                                       8






 MEDICAL SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
--------------------------------------------------------------------------------

5.  Goodwill and Other  Intangible  Assets.  The Company has adopted,  effective
January 1, 2002,  Statement of Financial  Accounting  Standards  (SFAS) No. 142,
Goodwill and Other  Intangible  Assets.  Under SFAS No. 142, the Company will no
longer  amortize  goodwill  from  past  business  acquisitions  and will  review
annually the impairment of goodwill, or more frequently if impairment indicators
arise.  The  Company has  completed  its  initial  testing of  goodwill  and has
determined that there is no impairment.  The  unamortized  amount of goodwill at
December 31, 2001,  was $4.8 million.  As of July 1, 2002,  the Company  updated
it's  testing of goodwill for  impairment  and has  determined  that there is no
impairment.

With the adoption of SFAS No. 142, the Company  reassessed  the useful lives and
residual  values  of all  acquired  intangible  assets  to  make  any  necessary
amortization period adjustments.  Based on that assessment,  no adjustments were
made to the amortization period or residual values of other intangible assets.

The following table reconciles net income and earnings per share information for
the  three  and  nine  months  ended  September  30,  2002  and  2001,  for  the
non-amortization provision of goodwill for SFAS No. 142:



                                                                 Three Months Ended                         Nine Months Ended
                                                                     September 30,                             September 30,
                                                       -----------------------------------       --------------------------------
                                                           2002                   2001             2002                 2001
                                                       -----------------------------------       --------------------------------
                                                                                                         
Reported net income                                       $3,125,403          $1,744,996           $8,154,124        $4,790,214
Add back: goodwill amortization, net of tax                     --               116,166                 --             223,396
                                                       ---------------     ---------------       --------------    --------------

Adjusted net income                                       $3,125,403          $1,861,162           $8,154,124        $5,013,610
                                                       ===============     ===============       ==============    ==============
Basic earnings per share:
  Reported earnings per common share                           $0.23              $0.14                 $0.60             $0.38
  Add back: goodwill amortization, net of tax                                       .00                                    0.02
                                                       ---------------     ---------------       --------------    --------------
  Adjusted earnings per common share                           $0.23              $0.14                 $0.60             $0.40
                                                       ===============     ===============       ==============    ==============
Diluted earnings per share:
  Reported earnings per common share                           $0.21              $0.12                 $0.56             $0.37
  Add back: goodwill amortization, net of tax                                                                              0.01
                                                       ---------------     ---------------       --------------    --------------
  Adjusted earnings per common share                           $0.21              $0.13                 $0.56             $0.38
                                                       ===============     ===============       ==============    ==============



The following table reflects the components of intangible assets as of September
30, 2002:



                                                             Gross Carrying               Accumulated
                                                                 Amount                   Amortization                 Net
                                                             ------------------------------------------------------------------
                                                                                                            
Amortized Intangible Assets
  Patents                                                    $2,351,547                      (631,890)               1,719,657
  Trademarks                                                    342,202                      (175,390)                 166,812
  Licenses                                                      591,004                      (360,648)                 230,356
                                                             -----------------------------------------------------------------
  Total                                                      $3,284,753                   $(1,167,928)               2,116,825
                                                             =================================================================
Unamortized Intangible Assets:
  Goodwill                                                   $5,477,356                   $  (712,760)              $4,764,596
                                                             =================================================================




                                       9


MERIT MEDICAL SYSTEMS, INC.

Estimated  amortization  expense for the intangible  assets for the current year
and five succeeding fiscal years is as follows:

Aggregate Amortization Expense:
---------------------------------------------
For year ended 12/31/2002                          $235,596

Estimated Amortization Expense:
----------------------------------------------
For year ended 12/31/2003                          $203,940
For year ended 12.31/2004                           183,385
For year ended 12/31/2005                           177,286
For year ended 12/31/2006                           174,496
For year ended 12/31/2007                          $172,283

6. Recently Issued Accounting Standards.  In June 2002, the Financial Accounting
Standards  ("FASB")  issued SFAS No. 146,  Accounting for Costs  Associated with
Exit or Disposal  Activities.  SFAS No. 146 requires  recording costs associated
with exit or disposal  activities at their fair values when a liability has been
incurred.  Under  previous  guidance,  certain  exit  costs  were  accrued  upon
management's  commitment to an exit plan,  which is generally before a liability
has been  incurred.  The Company  will adopt SFAS No. 146 as of January 1, 2003.
The adoption of SFAS No. 146 is not expected to materially  impact the Company's
consolidated results of operations, financial position, or cash flow.

In August 2001,  the FSAB issued SFAS No. 144,  Accounting for the Impairment or
Disposal of Long-Lived Assets.  SFAS No. 144 supercedes SFAS No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of, but retains the requirements  relating to recognition and measurements of an
impairment loss and resolves certain  implementation  issues resulting from SFAS
No. 121.  SFAS No. 144 was adopted by the Company on January 1, 2002 and did not
have a material  impact on the results of operations  or financial  condition of
the Company.


ITEM 2:

MANAGEMENT"S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------
Cautionary Statement Regarding Forward-Looking Statements

         This  Management's  Discussion and Analysis of Financial  Condition and
Results  of  Operations  should  be read in  conjunction  with the  accompanying
Consolidated  Financial  Statements and related notes included elsewhere in this
Quarterly Report. In addition to historical  information,  this Quarterly Report
on Form 10-Q contains  forward-looking  statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934.  These  statements  relate to our,  and in some cases our  customers or
partners',  future plans,  objectives,  expectations,  intentions  and financial
performance  and  the  assumptions   that  underlie  these   statements.   These
forward-looking statements include, but are not limited to, statements regarding
the following:

         o   0perating expenses;

         o   the  impact of  quarterly  fluctuations  of revenue  and  operating
             results;

         o   our   expectations    concerning    manufacturing   and   operating
             efficiencies;

         o   levels of sales;

         o   future  investments in or acquisitions of complementary  companies,
             products or technologies;

         o   levels of capital expenditures;

         o   staffing and expense levels;

         o   international operations; and

         o   adequacy of our capital resources to fund operations and growth.



                                       10


MERIT MEDICAL SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
--------------------------------------------------------------------------------

These  statements  involve  known and  unknown  risks,  uncertainties  and other
factors that may cause industry trends or our actual results, level of activity,
performance or achievements to be materially  different from any future results,
levels of activity,  performance or  achievements  expressed or implied by these
statements.  These factors  include market  acceptance of our products,  product
introductions,  the timing of price increases,  fluctuations in and obsolescence
of  inventory,  price and product  competition,  delays in obtaining  regulatory
approvals,  recalls, availability and costs associated with labor and materials,
development  of new products and techniques  that render the Company's  products
obsolete,  product liability claims,  foreign currency  fluctuation,  changes in
health care markets  related to health care reform  initiatives and those listed
under "Factors That May Affect Future Results" in this Quarterly  Report on Form
10-Q.


Although the Company believes that expectations reflected in the forward-looking
statements are reasonable,  the Company cannot guarantee future results,  levels
of activity, performance or achievements. The Company will not update any of the
forward-looking  statements after the date of this Quarterly Report on Form 10-Q
to conform these  statements to actual  results or changes in our  expectations,
except as  required  by law.  You  should  not  place  undue  reliance  on these
forward-looking  statements,  which apply only as of the date of this  Quarterly
Report on Form 10-Q. You should carefully  review the risk factors  described in
other  documents that we file from time to time with the Securities and Exchange
Commission.

Critical Accounting Policies and Estimates.  In December 2001, the SEC requested
that all registrants  discuss their most critical accounting  policies.  The SEC
indicated that a "critical  accounting policy" is one which is both important to
the representation of the Company's financial condition and results and requires
management's most difficult,  subjective or complex judgments, often as a result
of the need to make  estimates  about the effect of matters that are  inherently
uncertain.  The Company bases  estimates on past experience and on various other
assumptions  that are believed to be  reasonable  under the  circumstances,  the
results of which form the basis for making  judgments  about carrying  values of
assets and liabilities that are not readily apparent from other sources.  Actual
results  may  differ  from  these  estimates  under  different   assumptions  or
conditions. The following are the Company's most critical accounting policies:

Inventory  Obsolescence  Reserve:  The  Company  writes down its  inventory  for
estimated obsolescence for unmarketable and slow moving products that may expire
prior to being  sold.  If market  conditions  become less  favorable  than those
projected by management,  additional inventory write-downs may be required.  The
Company's obsolescence reserve was $3.7 million on September 30, 2002.

Allowance for Doubtful Accounts:  The Company maintains  allowances for doubtful
accounts for estimated  losses resulting from the inability of customers to make
required payments. The allowance is based upon historical experience and current
customer information. If the financial condition of the Company's customers were
to  deteriorate,  resulting in an impairment of their ability to make  payments,
additional  allowances  may be  required.  The  Company's  bad debt  reserve was
$600,561 at September  30, 2002,  in line with its  historical  experience  with
collection of receivables.

Overview

Merit  Medical  Systems,  Inc.  reported  its best  quarter  and nine  months in
history, with record revenues and earnings. Company sales increased over 14% for
the third  quarter of 2002  compared  to the third  quarter of 2001,  across all
product lines,  particularly  custom kits and  stand-alone  products.  Continued
positive  momentum in  manufacturing  efficiency has resulted in favorable labor
and overhead utilization as compared to the first nine months of 2001.

Management has continued to reduce inventory,  with a reduction of approximately
$0.7  million  since  December  31, 2001 and over $8 million  during the last 32
months.  This  reduction in inventory has resulted in lower  inventory  carrying
costs.  The Company's cash flow from  operations was $15.5 million for the first
nine  months of 2002,  and the Company  was able to pay off its  long-term  debt
during  this  period and began to build  substantial  cash in the past 6 months.
Therefore,  in just over 19 months the Company was able to pay off its long-term
debt by approximately $32 million.  This lower debt,  combined with growing cash
balances,  has  resulted in a shift from net  interest  expense to net  interest
income.

Management is pleased to report that the  fundamental  financial  performance of
the Company has improved over the last year in almost every area.  Sales are up,
productivity has increased, gross margins have improved, operating expenses have
dropped as a percentage of sales,  and debt balances and interest costs are down
significantly,  resulting in much improved cash flow,  net income,  and earnings
per  share.  The  Company  is also in a much  better  position  to invest in the


                                       11



MERIT MEDICAL SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
--------------------------------------------------------------------------------

long-term  growth of  expanded  products.  While the Company  expects  continued
improvement on a number of fronts, the improvements will not be dramatic as they
have been over the last year as much of the benefit of management's  initiatives
to reduce  costs and  increase  operating  efficiencies  have been  realized and
continued improvements will be more gradual.

Operations. The Company"s sales and earnings for the three and nine months ended
September 30, 2002, improved compared to the same periods in 2001. The following
table sets forth certain operational data as a percentage of sales for the three
and nine months ended September 30, 2002 and 2001.



                                              Three Months Ended          Nine Months Ended
                                                   September 30,             September 30,
                                             2002          2001           2002         2001
                                             ----          ----           ----         ----
                                                                          
Sales                                       100.0 %       100.0 %        100.0 %      100.0 %
Gross Profit                                 42.8         37.9           41.2          36.0
Selling, General and Administrative          23.7         23.6           23.8          23.1
Research & Development                        3.3          3.7            3.3           4.0
Income From Operations                       15.8         10.6           14.1           8.9
Other Expense                                  .0           .5             .1           1.1
Net Income                                   10.7          6.8            9.4           6.1


Sales.  Sales for the third quarter of 2002 were $29.3 million compared to $25.7
million for the same period last year,  which  represents  a gain of 14 percent.
During the quarter,  the  Company's  stand-alone  device  sales  increased by 22
percent,  and custom kit  business  grew by 17 percent  compared  to the quarter
ended September 30, 2001. Sales of both inflation  devices and catheters grew by
8 percent. Growth in all product sales reflects continued market share gains and
acceptance of the Company's products,  as well as increased hospital procedures.
For  the  nine-month   period  ended  September  30,  2002,   total  sales  were
$86.8million  compared with $78.7 million for the same period in 2001, a gain of
11 percent.  These gains were led by sales of the Company's stand alone devices,
which rose 12 percent;  and custom  kits,  which grew by 11  percent.  Inflation
devices and  catheter  sales  increased by 9%, for the nine month period of 2002
compared to the same periods of 2001.

Gross  Profit.  Gross profit as a percentage  of sales for the third  quarter of
2002 was  42.8%  compared  to 37.9% for the same  period  of 2001.  For the nine
months ended  September 30, 2002,  gross profit was 41.2%  compared to 36.0% for
the first nine months of 2001.  The  increase in gross  profit for the three and
nine months ended  September  30,  2002,  was  primarily  due to the much higher
productivity from both labor and overhead applications compared to a year ago as
well as cost reduction programs in the purchase of materials. Gross margins as a
percent of sales  have  improved  quarter to quarter as well,  from 41.8% in the
second  quarter  ended June 30, 2002, to 42.8% in the third quarter of 2002 as a
result of the Company's  efforts to reduce  inventory,  lower costs and increase
employee productivity.

Operating Expenses.  Operating expenses were 27.0% of sales for the three months
ended  September 30, 2002  compared to 27.3% for the third quarter of 2001.  For
the first nine months of 2002 operating  expenses decreased to 27.1% compared to
27.2% for the same period in 2001 Selling,  general and administrative  expenses
as a percentage  ofsales were 23.7% and 23.8%,  respectively,  for the three and
nine months ended September 30, 2002, compared to 23.6% and 23.1%, respectively,
for the same periods in 2001. Research and development costs declined to 3.3% of
sales for both the three and nine months ended  September  30,  2002,  down from
3.7% and 4.0% of sales, respectively, for the same periods of 2001.

Operating  and Net Income.  During the quarter  ended  September  30, 2002,  the
Company reported income from operations of $4.6 million compared to $2.7 million
for the comparable period in 2001, an increase of 69%.  Operating income for the
first nine months of 2002 was $12.2  million  verses  $7.0  million for the same
period in 2001, an increase of 76%. Net income has also increased  significantly
to $3.1 million for the 3rd Quarter of 2002 up 79% from the $1.7 million for the
3rd  Quarter  of 2001.  Similarly,  the nine  months of 2002 net income was $8.2
million up 70% over the $4.8 million for the first nine months of 2001.

                                       12


MERIT MEDICAL SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
--------------------------------------------------------------------------------

The increase.  in both income  operating income and net income for the three and
nine months ended September 30, 2002 was mainly  attributable to the improvement
in gross margins discussed above, as well as increased sales, and lower interest
costs.

Liquidity and Capital  Resources.  At September 30, 2002, the Company's  working
capital was $29.5 million which  represented a current ratio of 3.3 to 1. During
the nine months ended  September  30, 2002 the  principal  sources of funds were
$15.5 million  generated  from  operations and $2.8 million from the issuance of
common  stock.  During  this  same  period,  $5.8  million  was used to pay down
long-term debt and $6.6 million to purchase  plant and equipment.  These factors
resulted  in an  increase  of $6.1  million  in cash for the nine  months  ended
September 30, 2002.

In March 2000, the Company  increased its long-term  revolving credit facilities
with a bank to $35 million for a term of six years.  During  September 2001, the
Company  voluntarily  reduced  its line of credit  under this  obligation  to $8
million.  The credit  facility bears interest at or below the bank"s prime rate,
or can be fixed at between  140 and 160 points over LIBOR and  contains  various
conditions  and  restrictions.  At September 30, 2002, the  outstanding  balance
under the credit  facility  was zero.  Historically,  the Company  has  incurred
significant  expenses in connection with product development and introduction of
new products.  Substantial  capital has also been required to finance  growth in
inventories and receivables, particularly with acquisitions and the introduction
of new product lines.  Management  expects cash flow requirements to continue at
similar levels in the near future with the possible  exception of an increase in
plant  capacity  in Ireland as well as Utah,  starting  in 2003 but more  likely
2004. The Company's principal source of funding for these and other expenses has
been the cash generated from  operations,  the sale of equity,  secured loans on
equipment  and bank credit  facilities.  The Company  believes  that its present
sources of liquidity and capital are adequate for its current operations.

Risk Factors.

The market  price for our common  stock may be  particularly  volatile,  and our
stockholders may be unable to resell their shares at profit.

The  market  price  of  our  common  stock  could  be  subject  to   significant
fluctuations  and may decline.  The stock markets have  experienced  significant
price and  trading  volume  fluctuations.  The  market  for  technology  stocks,
particularly  following an initial public offering,  has been extremely volatile
and frequently  reaches levels that bear no  relationship to the past or present
operating performance of those companies.  General economic conditions,  such as
recession or interest rate or currency rate fluctuations in the United States or
abroad,  could  negatively  affect the  market  price of our  common  stock.  In
addition,  our operating results  potentially could be below the expectations of
securities  analysts and investors.  If this were to occur,  the market price of
our common stock would likely  significantly  decrease.  In the past,  following
periods of volatility in the market price of a company's securities,  securities
class action  litigation has often been  instituted  against that company.  Such
litigation  could result in  substantial  cost and a diversion  of  management's
attention and resources.

The market  price of our  common  stock may  fluctuate  in  response  to various
factors,  some of which are  beyond  our  control.  These  factors  include  the
following:

         o   changes in market  valuations  or  earnings of our  competitors  or
             other technology companies;
         o   actual or anticipated fluctuations in our operating results;
         o   changes in financial  estimates or  investment  recommendations  by
             securities analysts who follow our business;
         o   the loss of key personnel;
         o   our sale of common stock or other securities in the future;
         o   intellectual property or litigation developments;
         o   changes in business or regulatory conditions; and
         o   the trading volume of our common stock.

Competition.  The  market  for  each of the  products  sold by the  Company,  or
proposed  to be sold,  is highly  competitive.  The  Company  faces  substantial
competition  from several  companies,  including  many which are larger,  better
established and have greater financial,  technical and other resources. There is
no assurance that the Company will be able to compete  successfully against such
companies in the future.  The ability of the Company to compete  successfully is
dependent, in part on its ability to

                                       13


MERIT MEDICAL SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
--------------------------------------------------------------------------------

respond  effectively  to changes  in  technology  and to develop  and market new
products which achieve  significant market acceptance,  of which there can be no
assurance.  Companies with substantially  greater resources than the Company and
others are actively  engaged in research and development of other diagnostic and
interventional  methods,   treatments  and  procedures  that  could  render  the
Company's products obsolete or limit the market for such products.

Dependence on Proprietary Technology. Proprietary technology is important to the
Company in the development and manufacture of its products. The Company seeks to
protect  its  technology  through  a  combination  of  patents,  trade  secrets,
proprietary  know-how  and  confidentiality  agreements.  While the  Company has
obtained  U.S.   patents  and  filed   additional   U.S.  and  foreign   patents
applications,  there can be no  assurance  that issued  patents will provide the
Company  with any  competitive  advantages  or will not be  challenged  by third
parties  or that the  patents of others  will not have an adverse  effect on the
ability  of the  Company to conduct  its  business.  The  Company  could  concur
substantial costs in seeking enforcement of its patents against  infringement or
the  unauthorized  use of its  proprietary  technology by others or in defending
itself against similar claims or others.  Insofar as the Company relies on trade
secrets and proprietary know-how to maintain its competitive position, there can
be no assurance that others may not  independently  develop  similar or superior
technologies.

Product  Liability.  The sale and use of its products  entails an inherent  risk
that product  liability claims may be asserted against the Company.  The Company
maintains product liability insurance in the amount of $1,000,000 per occurrence
and  $5,000,000  in the  aggregate  which may not be  adequate  for  expenses or
liabilities actually incurred.

Dependence on Key Personnel. The Company's continued success is dependent on key
management personnel, including Fred P. Lampropoulos, its Chairman of the Board,
President  and  Chief  Executive  Officer  on whom  it  maintains  key man  life
insurance of $2,000,000.  The loss of Mr.  Lampropoulos  or of certain other key
management  personnel could materially adversely affect the Company. The success
of the  Company  will  also  depend  among  other  factors,  on  the  successful
recruitment and retention of key personnel.

Regulation and Reimbursement  Limits.  The products  manufactured by the Company
are  "devices" as defined in the Federal  Food,  Drug and Cosmetic  Act, and are
subject to  regulation  by the Food and Drug  Administration  (the  "FDA")  with
respect to manufacturing, distributing, record keeping, labeling and advertising
in the U.S. The  Company's  products are also subject to similar  regulation  in
various foreign countries in which the Company's  products are offered and sold.
Further,  the Company is subject to continual review and periodic inspections at
its current and proposed  facilities with respect to Quality Systems Regulations
and  Standards  enforced by the FDA and other  government  agencies  outside the
United  States.  The  Company  believes it is in  material  compliance  with all
applicable  requirements  but is unable to predict  what  additional  government
regulations,  if any,  affecting its business may be  promulgated in the future.
The Company's business could be adversely affected by failure to comply with all
applicable regulations.

The cost of a significant portion of medical care is funded by governmental,  or
other insurance programs.  Limits on reimbursement  imposed by such programs may
adversely  affect the ability of hospitals  and others to purchase the Company's
products. In addition, limitations on reimbursement for procedures which utilize
the Company's products could adversely affect sales.

Fluctuations  in the  value of  foreign  currencies  could  result  in  currency
transaction losses.

As we expand our  international  operations,  we expect  that our  international
business will increasingly be conducted in foreign  currencies.  Fluctuations in
the value of foreign  currencies  relative  to the  United  States  Dollar  have
caused,  and  we  expect  such  fluctuation  to  increasingly  cause,   currency
transaction  gains and losses.  We cannot  predict  the effect of exchange  rate
fluctuations  upon  future  quarterly  and  annual  operating  results.  We  may
experience  currency  losses in the future.  We have  adopted a limited  hedging
program  to  help  protect  us  from  risk  associated  with  foreign   currency
fluctuations. (see item 3 Market risk disclosures)

Our quarterly operating results are difficult to predict,  and if we do not meet
quarterly financial expectations of securities analysts or investors,  our stock
price is likely to decline.

Our quarterly  revenue and operating  results are somewhat  difficult to predict
and may  fluctuate  from quarter to quarter.  It is possible  that our operating
results in some quarters will be below market expectations. If this happens, the
market price of our common stock is likely to decline.  As a result,  we believe
that quarter-to-quarter comparisons of our financial results are not necessarily


                                       14


MERIT MEDICAL SYSTEMS, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
--------------------------------------------------------------------------------

meaningful,  and you  should  not  rely on them as a  indication  of our  future
performance.  Fluctuations  in our future  quarterly  operating  results  may be
caused by many factors, including:

         o   changes in demand for our products;
         o   any downturn in our customers' and potential customers  businesses,
             the domestic economy or international economies where our customers
             and potential customers do business;
         o   the timing of product releases by us or by our competitors;
         o   changes in the mix of revenue attributable to or from higher-margin
             products.

Future  acquisitions could require  significant  management  attention and prove
difficult to integrate with our business,  which could distract our  management,
disrupt  our  business,  dilute  stockholder  value  and  adversely  affect  our
operating results.

As part of our  strategy,  we  intend  to  continue  to make  investments  in or
acquisitions of complementary companies, products or technologies. If we fail to
integrate successfully any future acquisitions,  or the technologies  associated
with such acquisitions,  into our company,  the revenue and operating results of
the  combined  company  could  decline.  Any  integration  process  will require
significant  time and  resources,  and we may not be able to manage the  process
successfully.  We may not  successfully  be  able to  evaluate  or  utilize  the
acquired   technology  and  accurately  forecast  the  financial  impact  of  an
acquisition  transaction,  including accounting charges.  Acquisitions involve a
number of difficulties and risks to our business, including the following.

         o   Potential adverse effects on our operating results;
         o   Integration of acquired technologies with our existing products and
             technologies;
         o   Integration of management information systems, personnel,  research
             and development, and marketing, sales and support operations;
         o   Potential  loss of key employees from the acquired  company;  and
         o   Diversion of management's attention from other business concerns.

Further,  we may have to incur debt or issue  equity  securities  to pay for any
future acquisitions, either of which could affect the market price of our common
stock.  The sale of  additional  equity  or  convertible  debt  could  result in
dilution of our  stockholders.  The incurrence of  indebtedness  would result in
increased  fixed   obligations  and  could  also  include   covenants  or  other
restrictions that would impede our ability to manage our operations.

Item 3: Quantitative and Qualitative Disclosure About Market Risk.

Market Risk Disclosures.  The Company  principally  hedges the EURO. The Company
enters into forward foreign  exchange  contracts to protect the Company from the
risk that the eventual net dollar cash flows  resulting from  transactions  with
foreign customers and suppliers may be adversely affected by changes in currency
exchange rates. Such contracts are not significant.

ITEM 4:

CONTROLS AND PROCEDURES

Based on their  evaluations  as of a date  within 90 days of the filing  date of
this report, the principal  executive officer and principal financial officer of
the Company have concluded that the Company's disclosure controls and procedures
(as defined in Rules 13a-14(c) and 15d-14(c) under the Securities  Exchange Act)
are effective to ensure that information required to be disclosed by the Company
in reports that the Company files or submits under the  Securities  Exchange Act
is  recorded,  processed,  summarized  and  reported  within  the  time  periods
specified in the rules and forms of the SEC.




                                       15





MERIT MEDICAL SYSTEMS, INC.


                           PART II - OTHER INFORMATION


ITEM 4: Exhibits and Reports on Form 8-K

              (a) Reports on Form 8-K - none
              (b)  Exhibits - The  following  exhibits  are  included  with this
              report on Form 10-Q:

                    Exhibit  99.1  -  Certification  of  Fred  P.   Lampropoulos
              pursuant to 18 U.S.C.  Section 1350 as adopted pursuant to Section
              906 of the Sarbanes - Oxley Act of 2002.

                    Exhibit 99.2 - Certification  of Kent W. Stanger pursuant to
              18 U.S.C.  Section 1350 as adopted  pursuant to Section 906 of the
              Sarbanes - Oxley Act of 2002.

ITEM 5:  Other Information

In  compliance  with Section 202 of the  Sarbanes-Oxley  Act of 2002,  the Audit
Commitee of the Board of Directors of the Registrant has approved the continuing
provision  of  certain  non-audit   services  of  Deloitte  &  Touche  LLP,  the
Registrant's  independent  auditor.  Such services  include tax and  tax-related
services.

                                   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.



                                     MERIT MEDICAL SYSTEMS, INC.



Date:     NOVEMBER 13, 2002          /s/: FRED P. LAMPROPOULOS
       -----------------------       -----------------------------------
                                     FRED P. LAMPROPOULOS
                                     PRESIDENT AND CHIEF EXECUTIVE OFFICER




Date:     NOVEMBER 13, 2002          /s/: KENT W. STANGER
       -----------------------       -----------------------------------------
                                     KENT W. STANGER
                                     VICE PRESIDENT AND CHIEF FINANCIAL OFFICER





                                       16







MERIT MEDICAL SYSTEMS, INC.




                      CERTIFICATION PURSUANT TO RULE 13A-14
               OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


         I, Fred P. Lampropoulos, certify that:

         1. I have reviewed this quarterly  report on Form 10-Q of Merit Medical
Systems, Inc.;

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the period presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         (a) designed  such  disclosure  controls and  procedures to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

         (b) evaluate the effectiveness of the registrant's  disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and

         (c)  presented  in this  quarterly  report  our  conclusions  about the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  or  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

         (a) all significant deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

         (b) any fraud,  whether or not material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this quarterly report whether or not there were significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  November 14, 2002.



                                         /s/ Fred P. Lampropoulos
                                         ------------------------


                                       17



MERIT MEDICAL SYSTEMS, INC.




                      CERTIFICATION PURSUANT TO RULE 13A-14
               OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


         I, Kent W. Stanger, certify that:

          1. I have reviewed this quarterly report on Form 10-Q of Merit Medical
Systems, Inc.;

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the period presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         (a) designed  such  disclosure  controls and  procedures to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

         (b) evaluate the effectiveness of the registrant's  disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and

         (c)  presented  in this  quarterly  report  our  conclusions  about the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  or  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

         (a) all significant deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

         (b) any fraud,  whether or not material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this quarterly report whether or not there were significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  November 14, 2002.


                                                   /s/ Kent W. Stanger
                                                  ----------------------


                                       18