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 MARCH 31, 2003.

      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 UT, 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 by check mark whether the Registrant is an accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

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                                                14,164,591
-----------------                                       -----------------------
 TITLE OR CLASS                                                Number of
                                                         Shares Outstanding at
                                                             May 12, 2003








                           MERIT MEDICAL SYSTEMS, INC.

                               INDEX TO FORM 10-Q



PART I.     FINANCIAL INFORMATION                                                  PAGE
                                                                                   ----

Item 1.     Financial Statements
                                                                                                              
            Consolidated Balance Sheets as of March 31, 2003
            and December 31, 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1

            Consolidated Statements of  Income for the Three Months
            Ended March 31, 2003 and 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3

            Consolidated Statements of Cash Flows for the Three Months
            Ended March 31, 2003 and 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4

            Notes to Consolidated Financial Statements  . . . . . . . . . . . . . . . . . . . . . . . . . . .     6

  Item 2.   Management's Discussion and Analysis of Financial Condition
            and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7

  Item 3.   Quantitative and Qualitative Disclosures About Market Risk  . . . . . . . . . . . . . . . . . . .    13

   Item 4.  Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    14

PART II.    OTHER INFORMATION


  Item 6.    Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    14

SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    15

CERTIFICATIONS.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .    16








                                                     8
PART I - FINANCIAL INFORMATION
------------------------------

ITEM 1.     FINANCIAL STATEMENTS
--------------------------------

MERIT MEDICAL SYSTEMS, INC.
---------------------------

CONSOLIDATED BALANCE SHEETS
MARCH 31, 2003 AND DECEMBER 31, 2002  (Unaudited)
--------------------------------------------------------------------------------
                                           March 31,     December 31,
ASSETS                                       2003            2002
                                         ------------    ------------

CURRENT ASSETS:
Cash and cash equivalents                $ 16,165,429    $  9,683,578
Short-term investments                        273,258         217,451
Trade receivables - net                    16,188,869      15,247,892
Other receivables                             997,765       1,209,804
Employee and related
  party receivables                            69,004         299,751
Inventories                                17,701,170      18,699,217
Prepaid expenses and other assets             854,712         667,151
Deferred income tax assets                    153,150         143,265
                                         ------------    ------------
Total current assets                       52,403,357      46,168,109
                                         ------------    ------------

PROPERTY AND EQUIPMENT:
Land                                        2,772,961       2,034,522
Building                                    5,118,683       5,118,683
Manufacturing equipment                    26,250,208      25,577,837
Automobiles                                    87,536          87,536
Furniture and fixtures                     11,033,311      10,823,852
Leasehold improvements                      4,390,871       4,345,620
Construction-in-progress                    3,371,975       3,008,734
                                         ------------    ------------
Total                                      53,025,545      50,996,784
Less accumulated depreciation
  and amortization                        (26,632,937)    (25,584,648)
                                         ------------    ------------
Property and equipment - net               26,392,608      25,412,136
                                         ------------    ------------

OTHER ASSETS:
Patents, trademarks and licenses - net      1,864,360       1,927,160
Deposits                                       32,163          33,213
Goodwill  - net                             4,764,596       4,764,596
                                         ------------    ------------
Total other assets                          6,661,119       6,724,969
                                         ------------    ------------

TOTAL ASSETS                             $ 85,457,084    $ 78,305,214
                                         ============    ============



(Continued)
See Notes to Consolidated Financial Statements



                                       1





MERIT MEDICAL SYSTEMS, INC.
---------------------------


CONSOLIDATED BALANCE SHEETS
MARCH 31, 2003 AND DECEMBER 31, 2002 (Unaudited)
--------------------------------------------------------------------------------

                                                            March 31,     December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY                          2003            2002
------------------------------------                      ------------    ------------
                                                                    
CURRENT LIABILITIES:
Current portion of long-term debt                         $    308,995    $    400,182
Trade payables                                               4,118,945       4,121,577
Accrued expenses                                             6,964,791       6,618,407
Advances from employees                                        188,840         161,529
Income taxes payable                                         2,307,132         284,148
                                                          ------------    ------------
Total current liabilities                                   13,888,703      11,585,843

DEFERRED INCOME TAX LIABILITIES                              2,447,421       2,443,156

LONG-TERM DEBT                                                   --             16,693

DEFERRED CREDITS                                               749,582         860,931
                                                          ------------    ------------

Total liabilities                                           17,085,706      14,906,623
                                                          ------------    ------------


STOCKHOLDERS' EQUITY:
Preferred stock- 5,000,000 shares authorized
   no shares issued
Common  stock-  no par  value; 20,000,000 shares
  authorized;  14,146,544 and 13,864,052 shares
  issued at March 31, 2003 and December 31, 2002,
  respectively                                              31,479,594      30,265,963
Accumulated other comprehensive loss                          (523,496)       (530,455)
Retained earnings                                           37,415,280      33,663,083
                                                          ------------    ------------
Total stockholders' equity                                  68,371,378      63,398,591
                                                          ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $ 85,457,084    $ 78,305,214
                                                          ============    ============






See Notes to Consolidated Financial Statements



                                       2


MERIT MEDICAL SYSTEMS, INC.
---------------------------

CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002  (Unaudited)
--------------------------------------------------------------------------------



                                                    March 31,       March 31,
                                                      2003             2002
                                                  ------------    ------------

NET SALES                                         $ 31,741,573    $ 28,672,168

COST OF SALES                                       18,470,384      17,520,388
                                                  ------------    ------------

GROSS PROFIT                                        13,271,189      11,151,780
                                                  ------------    ------------

OPERATING EXPENSES:
Selling, general and administrative                  7,189,547       6,705,248
Research and development                             1,116,402         963,289
                                                  ------------    ------------
TOTAL OPERATING EXPENSES                             8,305,949       7,668,537
                                                  ------------    ------------

INCOME FROM OPERATIONS                               4,965,240       3,483,243

Other (income) expense                                 (68,106)         60,362
Litigation settlement                                 (475,000)
Gain on sale of land                                  (325,495)
                                                  ------------    ------------

TOTAL OTHER (INCOME) EXPENSE                          (868,601)         60,362
                                                  ------------    ------------

INCOME BEFORE INCOME TAXES                           5,833,841       3,422,881

INCOME TAX EXPENSE                                   2,081,644       1,095,974
                                                  ------------    ------------

NET INCOME                                        $  3,752,197    $  2,326,907
                                                  ============    ============


See Notes to Consolidated Financial Statements.

EARNINGS PER COMMON SHARE:
    Basic
                                                  $        .27    $        .17
                                                  ============    ============
    Diluted
                                                  $        .25    $        .16
                                                  ============    ============
AVERAGE COMMON SHARES:
    Basic                                           14,081,020       13,415,144
                                                  ============    ============

    Diluted                                         14,936,476       14,511,719
                                                  ============    ============




See Notes to Consolidated Financial Statements


                                       3




MERIT MEDICAL SYSTEMS, INC.
---------------------------

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (Unaudited)
-------------------------------------------------------------------------------


                                                    March 31,      March 31,
                                                      2003           2002
                                                  -----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                        $ 3,752,197    $ 2,326,907
                                                  -----------    -----------
Adjustments to reconcile net income to net
 cash provided by in operating activities:
Depreciation and amortization                       1,118,482      1,111,747
Bad debt expense                                       65,597         42,900
Gain on sale of land and equipment                   (325,495)          (204)
Amortization of deferred credits                      (41,398)       (39,996)
Deferred income taxes                                  (5,620)        32,327
Changes in operating assets and liabilities:
         Short-term investments                       (55,807)
         Trade receivables                         (1,006,574)      (385,151)
         Other receivables                            212,039
         Employee and related party receivables       230,747       (240,323)
         Inventories                                  998,047      1,671,999
         Prepaid expenses and other assets           (187,561)      (283,353)
         Deposits                                       1,050              9
         Trade payables                                (2,632)      (326,982)
         Accrued expenses                             266,674      1,566,174
         Advances from employees                       27,311         23,871
         Income taxes payable                       2,022,984        970,511
                                                  -----------    -----------

Total adjustments                                   3,317,844      4,143,529
                                                  -----------    -----------

Net cash provided by operating activities           7,070,041      6,470,436
                                                  -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for:
  Property and equipment                           (2,084,379)    (1,297,145)
  Intangible assets                                    29,654         37,890
  Proceeds from sale of land and equipment            353,825            301
                                                  -----------    -----------

Net cash used in investing activities              (1,700,900)    (1,258,954)
                                                  -----------    -----------



See Notes to Consolidated Financial Statements


                                       4




MERIT MEDICAL SYSTEMS, INC.
---------------------------

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (Unaudited)
--------------------------------------------------------------------------------

                                                        March 31,        March 31,
                                                          2003            2002
                                                      ------------    ------------
                                                                
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock                $  1,213,631    $    569,545
Principal payments on long-term debt                      (107,880)     (5,253,702)
Deferred credit                                               --            54,035
                                                      ------------    ------------
Net cash provided by (used in) financing activities      1,105,751      (4,630,122)
                                                      ------------    ------------

EFFECT OF EXCHANGE RATES ON CASH                             6,959           6,039
                                                      ------------    ------------

NET INCREASE IN CASH                                     6,481,851         587,399

CASH AT BEGINNING OF PERIOD                              9,683,578         341,690
                                                      ------------    ------------

CASH AT END OF PERIOD                                 $ 16,165,429         929,089
                                                      ============    ============


SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW INFORMATION:
  Cash paid during the period for:
  Interest (including capitalized interest of $0
     and $17,282, respectively)                       $     11,130    $     51,510
                                                      ============    ============
  Income taxes                                        $    154,548    $     93,136
                                                      ============    ============






See Notes to Consolidated Financial Statements


                                       5




MERIT MEDICAL SYSTEMS, INC.

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

1.       Basis  of  Presentation.  The  interim  financial  statements  of Merit
Medical Systems,  Inc.  ("Merit," "we" or "us") for the three months ended March
31, 2003 and 2002 are not  audited.  The  financial  statements  are prepared in
accordance  with  the   requirements   for  unaudited   interim   periods,   and
consequently,  do not include all disclosures  required to be in conformity with
accounting principles generally accepted in the United States of America. In the
opinion  of  management,  the  accompanying  consolidated  financial  statements
contain  all  adjustments,  except  for the true-up of  deferred  tax  balances,
consisting only of normal recurring accruals,  necessary for a fair presentation
of our  financial  position  as of  March  31,  2003,  and  the  results  of its
operations  and cash flows for the three  months  ended March 31, 2003 and 2002.
The results of operations for the three months ended March 31, 2003 and 2002 are
not necessarily indicative of the results for a full-year period.

Stock-Based  Compensation.  We account for stock compensation arrangements under
the  provisions of Accounting  Principles  Board Opinion No. 25,  Accounting for
Stock  Issued  to  Employees,  (APB  25)  and  intend  to  continue  to  do  so.
Accordingly, no compensation cost has been recognized for our stock compensation
arrangements.  If the  compensation  cost for our  compensation  plans  had been
determined  consistent with Statement of Financial  Accounting  Standards (SFAS)
No. 123, Accounting for Stock-Based Compensation,  our net income and net income
per common  and  common  share  equivalent  would have  changed to the pro forma
amounts indicated below:

                                Three Months Ended March 31,
                                   2003            2002
                               -------------   -------------
Net income:
     As reported               $   3,752,197   $   2,326,907
     Pro forma                     3,159,411       1,992,335

Net income per common share:
     Basic:
       As reported             $       .27     $       .17
       Pro forma                       .22             .15

     Diluted:
       As reported                     .25             .16
       Pro forma                       .21             .14

The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes   option-pricing   model  with  the   following   weighted-average
assumptions  used for grants in 2003 and 2002:  dividend  yield of 0%;  expected
volatility  of 62.60%  and  63.24%  for 2003 and 2002,  respectively;  risk-free
interest rates ranging from 3.97% to 6.71%; and expected lives ranging from 2.33
to 4.80 years.

2.       Inventories.  Inventories  at March  31,  2003 and  December  31,  2002
consisted of the following:

                                         March 31,     December 31,
                                           2003            2002
                                      ------------    ------------
Raw materials                         $  8,422,271    $ 10,223,180
Work-in-process                          3,682,242       2,343,500
Finished goods                           8,233,476       8,900,959
Less reserve for obsolete inventory     (2,636,819)     (2,768,422)
                                      ------------    ------------
Total                                 $ 17,701,170    $ 18,699,217
                                      ============    ============



                                       6




MERIT MEDICAL SYSTEMS, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued
--------------------------------------------------------------------------------

3. Reporting  Comprehensive  Income.  Comprehensive  income for the three months
ended March 31,  2003 and 2002,  consisted  of net income and  foreign  currency
translation  adjustments.  As of March  31,  2003 and  December  31,  2002,  the
cumulative effect of such adjustments reduced  stockholders'  equity by $523,496
and  $530,455,  respectively.  Comprehensive  income for the three  months ended
March 31, 2003 and 2002 has been computed as follows:

                                  Three Months Ended
                                       March 31,
                               -----------------------
                                   2003        2002
                               ----------   ----------

Net income                     $3,752,197   $2,326,907
Foreign currency translation        6,959        6,039
                               ----------   ----------
Comprehensive income           $3,759,156   $2,332,946
                               ==========   ==========


4.  Recently  Issued  Accounting  Standards.  In November  2002,  the  Financial
Accounting  Standards Board (FASB) issued Financial  Accounting  Standards Board
Interpretation   No.   ("FIN")  45,   Guarantor's   Accounting   and  Disclosure
Requirements for Guarantees,  Including  Indirect  Guarantees of Indebtedness of
Others,  which  require the guarantor to recognize as a liability the fair value
of the obligation at the inception of the guarantee. The disclosure requirements
in FIN 45 were  effective for financial  statements of interim or annual periods
ending  after  December  15,  2002.  We  adopted  the  initial  recognition  and
measurement  provisions  in FIN 45, effective  January 1, 2003.  As of March 31,
2003,  there were no  guarantees  required  to be  disclosed  or recorded in the
financial statements under FIN 45.

In  January  2003,  the  Financial   Accounting   Standards  Board  issued  FASB
Interpretation No. (FIN) 46,  "Consolidation of Variable Interest Entities." FIN
46 addresses the  requirements for business  enterprises to consolidate  related
entities,  for which they do not have  controlling  interests  through voting or
other rights,  if they are determined to be the primary  beneficiary as a result
of variable  economic  interests.  FIN 46 provides  guidance for determining the
primary  beneficiary for entities with multiple  economic entities with multiple
economic interests.  FIN 46 is effective at the time of investment for interests
obtained in a variable economic entity after January 31, 2003.  Beginning in the
second  quarter of fiscal  year 2004,  FIN 46 applies to  interests  in variable
interest  entities (VIE) acquired prior to February 1, 2003. The adoption of FIN
46 is not  expected  to have a  material  impact on our  consolidated  earnings,
financial position, or cash flows since we have no VIE.

5.       Stock Split. On April 8, 2002 we effected a five-for-four  stock split.
All earnings per share and share data have been adjusted to reflect the split.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------

Disclosure Regarding Forward-Looking Statements
-----------------------------------------------
This Report includes "forward-looking  statements" within the meaning of Section
27A of the  Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than
statements of historical fact are  "forward-looking  statements" for purposes of
these  provisions,  including  any  projections  of earnings,  revenues or other
financial  items,  any  statements of the plans and objectives of management for
future operations,  any statements concerning proposed new products or services,
any statements  regarding  future economic  conditions or  performance,  and any
statements of assumptions  underlying any of the foregoing.  All forward-looking
statements  included in this Report are made as of the date hereof and are based
on  information  available  to us as of such date.  We assume no  obligation  to
update any forward-looking statement. In some cases,  forward-looking statements
can be identified by the use of terminology  such as "may,"  "will,"  "expects,"
"plans," "anticipates,"  "intends" or "believes,"  "estimates,"  "potential," or
"continue," or the negative thereof or other comparable terminology. Although we
believe  that  the  expectations  reflected  in the  forward-looking  statements
contained   herein  are  reasonable,   there  can  be  no  assurance  that  such
expectations or any of the forward-looking  statements will prove to be correct,



                                       7



and actual results will vary, and may vary  materially  from those  projected or
assumed  in the  forward-looking  statements.  Future  financial  condition  and
results of operations, as well as any forward-looking  statements are subject to
inherent risks and  uncertainties,  including market acceptance of our products,
product introductions, potential product recalls, delays in obtaining regulatory
approvals,   or  the  failure  to  maintain  such  approvals,   cost  increases,
fluctuations in and  obsolescence of inventory,  price and product  competition,
availability of labor and materials,  development of new products and technology
that could render our products obsolete, product liability claims,  modification
or limitation of governmental  or private  insurance  reimbursement  procedures,
infringement  of our technology or the assertion  that our technology  infringes
the  rights  of  other  parties,   foreign  currency  fluctuations,   challenges
associated  with the Company's  growth  strategy  changes in health care markets
related to health care reform  initiatives and other factors  referred to in our
press  releases and reports filed with the  Securities  and Exchange  Commission
(the "SEC"). All subsequent  forward-looking statements attributable to Merit or
persons acting on its behalf are expressly  qualified in their entirety by these
cautionary statements.  Additional factors that may have a direct bearing on our
operating  results are described  under "Factors That May Affect Future Results"
beginning on page 10.

Overview
--------

During the three  months  ended March 31, 2003 we  experienced  our best quarter
performance  in history,  with record  revenues  and  earnings.  We reported net
income of $3.8 million,  or $.25 per share, on revenues of $31.7 million for the
three  months  ended  March 31,  2003.  For the  comparable  period of 2002,  we
reported  net income of $2.3  million,  or $.16 per share,  on revenues of $28.7
million.  During the three  months  ended March 31, 2003 our sales  increased by
more than 11%  compared  to the same  period in 2002.  Additionally,  during the
three months ended March 31, 2003, we settled a legal dispute,  which  generated
approximately  $475,000  in  settlement  proceeds,  and  sold a  parcel  of land
adjacent to our principal  facilities,  which  generated  sales  proceeds in the
amount of  $325,495.  These two events  increased  net income for the quarter by
approximately $512,317 (net of tax) or $.03 per share.

Our management has continued its efforts to reduce  inventory with an additional
reduction  of almost $1.0 million  since  December 31, 2002 and over $11 million
during the last three years.  Inventory  turns improved  during the three months
ended  March 31,  2003 to 3.73  times per year from 3.12  times per year for the
same period of 2002. The  improvement  contributed to lower  inventory  carrying
costs for the three months ended March 31, 2003.  Our cash flow from  operations
was strong at $7.1 million for the first three months of 2003. Our cash position
was $16.2 million at March 31, 2003, compared to $341,690 at March 31, 2002.

Results of Operations
---------------------

Our sales and net income  increased to record  levels for the three months ended
March 31,  2003  compared to the same  period of 2002.  We  reported  record net
income of $3.8 million for the three  months  ended March 31, 2003,  compared to
net income of $2.3 million for the same period of 2002. The following table sets
forth  certain  operational  data as a percentage  of sales for the three months
ended March 31, 2003 and 2002:

                                               Three Months Ended  March 31,
                                                      2003      2002
                                             ----------------------------------

Sales                                                100.0 %   100.0%
Gross profit                                           41.8     38.9
Selling, general and administrative expenses           22.7     23.4
Research and development expenses                       3.5      3.4
Income from operations                                 18.4     11.9
Other (income) expense                                 (2.7)      .2
Net income                                             11.8      8.1


Sales. Sales for the three months ended March 31, 2003 increased by 11%, or $3.1
million,  compared to the same period of 2002.  All  product  categories  of our
business  contributed  to our revenues  growth  during the first three months of


                                       8


2003. Sales of inflation devices rose 15%, stand alone device sales grew by 12%,
custom kit sales rose 7% and catheter  sales rose by 3%. Sales of our  inflation
devices were driven  primarily by increased  orders from our hospital  customers
due to our Broadlane  Tenet  agreement,  as well as growth in spinal  procedures
using our digital  inflation  technology.  New contracts  with  HealthTrust  and
Consorta contributed to our stand-alone device sales growth.

Gross  Profit.  Gross profit as a percentage  of sales  increased  significantly
during the first three  months of 2003 to 41.8%,  compared to 38.9% for the same
period of 2002. Gross profit improved primarily due to an increase in efficiency
and productivity  gains achieved by the operation groups in our Utah facilities.
A lower  head  count in both  direct  labor  and  overhead  areas of  production
contributed to higher  productivity.  Gross profit was also  favorably  impacted
during the first three months of 2003 by a 24% increase in the exchange  rate of
the Euro  against  the U.S.  Dollar  when  compared  to the same period of 2002,
resulting in an increase of 1.3% in gross profit.

Operating  Expenses.  Operating  expenses  decreased slightly as a percentage of
sales to 26.2% of sales for the three  months  ended March 31, 2003  compared to
26.7% for the same period of 2002. Selling,  general and administrative expenses
as a percentage of sales decreased to 22.7% for the three months ended March 31,
2003,  compared  to  23.4%  for the  same  period  of 2002.  The  decrease  as a
percentage  of sales  during  the three  months  ended  March  31,  2003 was due
primarily  to our  increased  revenues  during the three  months ended March 31,
2003.  Research and development  expenses  increased to 3.5% of sales during the
three months ended March 31, 2003, compared to 3.4% of sales for the same period
of 2002.

Other (Income)  Expense.  Other income for the three months ended March 31, 2003
was $868,601  compared to other expenses of $60,362 for the same period in 2002.
The increase in the quarter was primarily due to a gain from the settlement of a
legal  dispute of $475,000 and a gain on sale of land  adjacent to the Company's
South Jordan,  Utah facility for $325,495.  Also, as a result of our strong cash
position  other  income  for the 2003  quarter  was  positively  affected  by an
increase in interest  income in the amount of $66,000 and a decrease in interest
expense in the amount of $29,000 when compared to the same period in 2002.

Income  Taxes.  The effective tax rate for the three months ended March 31, 2003
and 2002 was 35.7% and 32.0%,  respectively.  The increase in the  effective tax
rate for the three months  ended March 31, 2003,  as compared to the same period
of the prior year was the result of an increase in the incremental corporate tax
rate of 3% on taxable income from $15 million to $18.3 million and a dilution of
our Extra  Territorial  Income  Exclusion  ("ETI") and research and  development
("R&D) tax credits on higher income  before tax expense.  Also,  taxable  income
from our Galway,  Ireland  operations,  which is taxed at a lower rate than U.S.
operations, was lower in the first quarter of 2003 compared to the first quarter
of 2002,  which helped  contribute to our  increased  effective tax rate for the
first quarter.

Income.  During the three months ended March 31, 2003,  we reported  income from
operations  of $5.0 million,  an increase of 43% from income from  operations of
$3.5 million for the comparable period in 2002. The increase in operating income
for the  three  months  ended  March  31,  2003 was  attributable  primarily  to
increased  sales,  higher  gross  margins,   and  lower  selling,   general  and
administrative  expenses as a percentage of sales. These factors  contributed to
our net  income  of $3.8  million  for the three  months  ended  March 31,  2003
compared to net income of $2.3 million for the same period of 2002.

Liquidity and Capital Resources.
--------------------------------

At March 31, 2003, our working  capital was $38.5 million,  which  represented a
current ratio of 3.8 to 1. Our cash balance at March 31, 2003 was $16.2 million.
Historically,  we have incurred  significant expenses in connection with product
development and introduction of new products.  Substantial capital has also been
required  to  finance  the  increase  in our  receivables  associated  with  our
increased sales. During the quarter ended March 31, 2003 we purchased 1.66 acres
of land adjacent to our Galway, Ireland facility for approximately $738,000. The
purchase  of this land will allow for future  building  expansion  to the extent
that  operations  grow.  Our  principal  source of  funding  for these and other
expenses  has been cash  generated  from  operations,  sale of  equity  and cash
secured from loans on equipment  and bank lines of credit.  Management  believes
that  Merit's  present  sources of  liquidity  and capital are  adequate for our
current operations.

                                       9


Critical Accounting Policies
----------------------------

The  SEC  has  requested  that  all  registrants  discuss  their  most  critical
accounting  policies.  We understand that a "critical  accounting policy" is one
which is both important to the representation of the subject 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.  We base our estimates on past
experience and on various other assumptions that we believe are 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 our  most  critical
accounting policies:

Inventory  Obsolescence  Reserve.  We write  down our  inventory  for  estimated
obsolescence  for unmarketable and or slow moving products that may expire prior
to being sold. If market  conditions  become less favorable than those projected
by  our  management,  additional  inventory  write-downs  may be  required.  Our
obsolescence reserve was $2.6 million on March 31, 2003.

Allowance for Doubtful  Accounts.  We maintain  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 a review of
individual  customer balances.  If the financial condition of our customers were
to  deteriorate,  resulting in an impairment of their ability to make  payments,
additional  allowances  may be  required.  Our bad debt  reserve was $541,478 at
March 31,  2003,  in line with our  historical  experience  with  collection  of
receivables.

Factors that May Affect Future Results
--------------------------------------

Our business,  operations  and financial  condition are subject to certain risks
and  uncertainties.   Should  one  or  more  of  these  risks  or  uncertainties
materialize,  or should  any  underlying  assumptions  prove  incorrect,  actual
results will vary, and may vary materially,  from those anticipated,  estimated,
projected or expected.  The  following are among the key factors that may have a
direct bearing on our business, operations and financial condition:

Our  products  may be  subject  to recall or  product  liability  claims.
--------------------------------------------------------------------------------
Merit  products are used in  connection  with surgical  procedures  and in other
medical  contexts in which it is important  that those  products  function  with
precision  and  accuracy.  If our products do not  function as designed,  or are
designed  improperly,  we may be forced by regulatory  agencies to withdraw such
products from the market.  In addition,  if medical  personnel or their patients
suffer  injury  as a result  of any  failure  of our  products  to  function  as
designed,  or an  inappropriate  design,  we may be subject to lawsuits  seeking
significant  compensatory  and punitive  damages.  Any product recall or lawsuit
seeking significant  monetary damages may have a material effect on our business
and financial condition.

Substantially  all of our products are backed by a limited  warranty for returns
due to defects in  quality  and  workmanship.  We  maintain a reserve  for these
future returned products, but the actual costs of such returns may significantly
exceed  the  reserve,  which  could  have  a  material  adverse  effect  on  our
operations.

Termination of relationships with our suppliers, or failure of such suppliers to
perform, could disrupt our business.
--------------------------------------------------------------------------------
We rely on raw  materials,  component  parts,  finished  products,  and services
supplied by outside third parties in connection with our business.  For example,
substantially  all of our products are sterilized by two entities.  In addition,
some of our  products are  manufactured  or  assembled  by third  parties.  If a
supplier of  significant  raw  materials,  component  parts,  finished  goods or
services  were to terminate  its  relationship  with Merit,  or otherwise  cease
supplying raw materials,  component parts, finished goods or services consistent
with past practice, our ability to meet our obligations to our end customers may
be disrupted. A disruption with respect to numerous products, or with respect to
a few significant products, could have a material adverse effect on our business
and financial condition.

We may be  unable  to  compete  in  our  markets,  particularly  if  there  is a
significant change in relevant practices and technology.
--------------------------------------------------------------------------------
The  market  for  each  of  our  existing  and  potential   products  is  highly
competitive.  We face  competition  from  several  companies,  many of which are
larger,  better  resources and greater  market  presence  than does Merit.  Such


                                       10


resources and market  presence may enable our  competitors  to more  effectively
market competing  products or to market competing  products at reduced prices in
order to gain market share.

In addition, our ability to compete successfully is dependent, in part, upon our
ability to respond  effectively  to changes  in  technology  and to develop  and
market new products  which  achieve  significant  market  acceptance.  Competing
companies with  substantially  greater resources than Merit are actively engaged
in research and development of diagnostic and interventional methods, treatments
and procedures  that could limit the market for our products and eventually make
certain  Merit  products  obsolete.  A reduction in the demand for a significant
number of our  products,  or a few key products,  could have a material  adverse
effect on our business and financial condition.

A  significant  adverse  change  in,  or  failure  to  comply  with,   governing
regulations  could  adversely  affect  our  business.
--------------------------------------------------------------------------------
Substantially all of our products are "devices," as defined in the Federal Food,
Drug and  Cosmetic  Act,  and the  manufacture,  distribution,  record  keeping,
labeling and  advertisement of our products is subject to regulation by the Food
and  Drug  Administration  (the  "FDA")  in the  United  States  and  equivalent
regulatory  agencies in various  foreign  countries  in which our  products  are
manufactured, distributed, labeled, offered and sold. Further, we are subject to
continual review and periodic inspections at our current facilities with respect
to the FDA Good  Manufacturing  Practices  and similar  requirements  of foreign
countries.  Our business and financial  condition could be adversely affected if
we are found to be out of compliance with governing regulations. In addition, if
such  regulations  are amended to become more  restrictive  and costly to comply
with, the costs of compliance  could adversely affect our business and financial
condition.

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

We  are  subject  to  work  stoppage,   transportation  and  related  risks.
--------------------------------------------------------------------------------
We  manufacture  our products at various  locations in the United  States and in
Ireland and sell our products  throughout  the United  States,  Europe and other
parts of the world. We depend on third-party transportation companies to deliver
supplies  necessary to  manufacture  Merit  products from vendors to our various
facilities  and to move Merit  products to  customers,  operating  divisions and
other   subsidiaries   located  within  and  outside  the  United  States.   Our
manufacturing operations,  and the operations of the transportation companies on
which our operations  depend, may be adversely affected by natural disasters and
significant  human  events,  such  as a war,  terrorist  attack,  riot,  strike,
slowdown or similar event. Any disruption in our manufacturing or transportation
could  materially  adversely  affect  our  ability to meet  customer  demands or
conduct our operations.

We may be unable to protect our  proprietary  technology or our  technology  may
infringe  on the  proprietary  technology  of  others.
--------------------------------------------------------------------------------
Our ability to remain  competitive  is dependent,  in part,  upon our ability to
prevent other companies from using proprietary technology  incorporated into our
products. We seek to protect our technology through a combination of patents and
trade  secrets,  as well as license,  proprietary  know-how and  confidentiality
agreements.  We may be  unable,  however,  to  prevent  others  from  using  our
proprietary  information,  or continue to use such  information  ourselves,  for
numerous reasons, including the following:

         o    Our issued patents may not be sufficiently broad to prevent others
              from copying our proprietary technologies;

         o    Our issued  patents may be  challenged by third parties and deemed
              to be overbroad or unenforceable;

         o    Our products  may infringe on the patents of others,  requiring us
              to alter or discontinue our manufacture or sale of such products;

                                       11


         o    Costs  associated with seeking  enforcement of our patents against
              infringement,   or  defending  ourselves  against  allegations  of
              infringement, may be significant;

         o    Our  pending  patent  applications  may not be granted for various
              reasons,  including  overbreadth  or  conflict  with  an  existing
              patent; and

         o    Other  persons  may  independently  develop,  or  have  developed,
              similar or superior technologies.

A  significant  portion of our  revenues  are derived  from a few  products  and
procedures.
--------------------------------------------------------------------------------
A significant portion of our revenues are attributable to sales of our inflation
devices. During the year ended December 31, 2002, sales of our inflation devices
(including  inflation  devices sold in custom kits) accounted for  approximately
33% of our total revenues.  During the three months ended March 31, 2003,  sales
of our  inflation  devices  (including  inflation  devices  sold in custom kits)
accounted for approximately  34% of our total revenues.  Any material decline in
market  demand for our  inflation  devices  could have an adverse  effect on our
business and financial condition.

In addition,  the products that have  accounted for a majority of our historical
revenues  are  designed  for  use  in  connection  with  a few  related  medical
procedures,  including angiography,  angioplasty and stent placement procedures.
If  subsequent  developments  in medical  technology  or drug  therapy make such
procedures  obsolete,  or alter  the  methodology  of such  procedures  so as to
eliminate the usefulness of our products,  we may experience a material decrease
in demand for our products and experience deteriorating financial performance.

Fluctuations in Euro exchange rates may negatively impact our financial results.
--------------------------------------------------------------------------------
Fluctuations in the rate of exchange  between the Euro and the U.S. Dollar could
have a negative impact on our margins and financial  results.  For example,  for
the year ended  December 31, 2000, the exchange rate between the Euro and the U.
S. Dollar dropped by approximately 13.2%,  resulting in a reduction in our gross
revenues of $1,076,695 and 1.2% in gross profit. For the year ended December 31,
2001,  the  exchange  rate  between the Euro and the U. S. Dollar  resulted in a
reduction of our gross  revenues of $467,283 and 0.4% in gross profit.  However,
for the year ended  December 31, 2002, the exchange rate resulted in an increase
of gross  revenues of $497,644 and 0.4% in gross  profit.  For the quarter ended
March 31, 2003,  the exchange rate resulted in an increase of gross  revenues of
$675,583 and 1.3% in gross profit.

For the year ended December 31, 2002,  approximately  $10.1 million, or 8.7%, of
our sales were  denominated in Euros.  If the rate of exchange  between the Euro
and the U.S. Dollar declines,  we may not be able to increase the prices that we
charge our European  customers  for products  whose  prices are  denominated  in
Euros.  Furthermore,  we may be  unable  or  elect  not to  enter  into  hedging
transactions  which could mitigate the effect of declining  exchange rates. As a
result, as the rate of exchange between Euros and the U.S. Dollars declines, our
financial results may be negatively impacted.

We may be unable to  successfully  manage growth,  particularly  if accomplished
through  acquisitions.
--------------------------------------------------------------------------------
Successful  implementation  of  our  business  strategy  will  require  that  we
effectively  manage any associated  growth.  To manage growth  effectively,  our
management will need to continue to implement  changes in certain aspects of our
business,  to enhance  our  information  systems  and  operations  to respond to
increased  demand,  to attract and retain  qualified  personnel  and to develop,
train and manage an increasing number of  management-level  and other employees.
Growth could place an increasing  strain on our management,  financial,  product
design,  marketing,  distribution and other  resources,  and we could experience
operating  difficulties.  Any failure to manage growth  effectively could have a
material adverse effect on our results of operations and financial condition.

To the extent  that we grow  through  acquisition,  we will face the  additional
challenges  of  integrating  our  current  operations,   culture,  informational
management systems and other  characteristics  with that of the acquired entity.
We  may  incur   significant   expenses  in  connection  with   negotiating  and
consummating one or more transactions, and we may inherit certain liabilities in
connection with the  acquisition as a result of our failure to conduct  adequate
due  diligence  or  otherwise.  In  addition,  we may  not  realize  competitive
advantages,  synergies or other  benefits  anticipated  in connection  with such
acquisition(s).  If we do not adequately  identify targets for, or manage issues
related  to our  future  acquisitions,  such  acquisitions  may have a  negative
adverse effect on our business and financial results.

                                       12


The market price of our common stock has been, and may continue to be, volatile.
--------------------------------------------------------------------------------
The market  price of our common stock has been,  and may continue to be,  highly
volatile for various reasons, including the following:

         o    Our  announcement  of new  products or technical  innovations,  or
              similar announcements by our competitors;

         o    Development  of  new  procedures  that  use,  or do not  use,  our
              technology;

         o    Quarter-to-quarter fluctuations in our financial results;

         o    Claims  involving  potential  infringement  of  patents  and other
              intellectual property rights;

         o    Analyst and other  projections  or  recommendations  regarding our
              common stock or medical technology stocks generally;

         o    Any restatement of our financial  statements or any  investigation
              into Merit by the SEC or another regulatory authority; and

         o    A  general  decline,  or rise,  of  stock  prices  in the  capital
              markets.

We are dependent  upon key  personnel.
--------------------------------------------------------------------------------
Our continued success is dependent on key management  personnel,  including Fred
P.  Lampropoulos,  our  Chairman  of the Board,  President  and Chief  Executive
Officer.  Mr.  Lampropoulos  is not  subject to any  agreement  prohibiting  his
departure, and we do not maintain key man life insurance with his life. The loss
of Mr.  Lampropoulos,  or of  certain  other  key  management  personnel,  could
materially  adversely  affect our  business  and  operations.  Our success  also
depends, among other factors, on the successful recruitment and retention of key
operations, manufacturing, sales and other personnel.


ITEM 3:   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our  principal  market risk relates to changes in the value of the Euro relative
to the value of the U.S.  Dollar.  Our  consolidated  financial  statements  are
denominated in, and our principal currency is, the U.S. Dollar. A portion of our
revenues   during  the  three  months  ended  March  31,  2003  ($3.1   million,
representing approximately 9.9% of aggregate revenues) came from sales that were
denominated  in Euros.  Certain of our expenses are also  denominated  in Euros,
partially  offsetting any risk associated  with  fluctuations of the Euro/Dollar
exchange rate. As a result of our Euro-denominated  revenues and expenses,  in a
year in which our Euro-denominated  revenues exceed our Euro-based expenses, the
value of such  Euro-denominated  net income  increases  if the value of the Euro
increases  relative to the value of the U.S. Dollar,  and decreases if the value
of the Euro decreases relative to the value of the U. S. Dollar. For example, in
2000,  a 13.2% drop in the value of the Euro in relation to the U.S.  Dollar led
to reduced revenues and gross profit of $1.1 million.  By contrast,  in 2002, an
increase in the value of the Euro  relative to the U.S.  Dollar led to increased
revenue and gross profit of approximately $500,000.

At March 31, 2003, we had a net exposure  (representing  the difference  between
Euro-denominated  receivables and  Euro-denominated  payables) of  approximately
$1.7 million.  In order to partially  offset such risk, on February 28, 2003, we
entered  into a 30-day  Euro  hedge  contract.  We enter  into  similar  hedging
transactions  at various times during the year in an effort to partially  offset
exchange  rate risks we bear  throughout  the year.  We do not  purchase or hold
derivative financial instruments for speculative or trading purposes. During the
three  months  ended  March 31,  2003,  we  experienced  a net gain of $2,750 on
hedging transactions we executed during the three months ended March 31, 2003 in
an effort to limit our  exposure to  fluctuations  in the  Euro/Dollar  exchange
rate.

As of March 31, 2003,  we had no variable  rate debt.  As long as we do not have
variable  rate debt,  our interest  expense  would not be affected by changes in
interest rates.

                                       13



ITEM 4:   CONTROLS AND PROCEDURES

Under the supervision and with the  participation  of our management,  including
our principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure  controls and  procedures,  as such term is defined
under Rule 13a-14I  promulgated  under the Exchange  Act,  within 90 days of the
filing date of this Report.  Based on this evaluation,  our principal  executive
officer and principal  financial officer concluded that our disclosure  controls
and  procedures  are  effective  in alerting  them on a timely basis to material
information relating to Merit (including our consolidated subsidiaries) required
to be included in our reports filed or submitted under the Exchange Act.

There have been no significant changes (including corrective actions with regard
to significant  deficiencies or material weaknesses) in our internal controls or
in other factors that could  significantly  affect these controls  subsequent to
the date of the evaluation referenced in the preceding paragraph.


PART II - OTHER INFORMATION

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits -

              Exhibit No.       Description
              -----------       -----------

              99.1              Certification of Principal Executive Officer

              99.2              Certification of Principal Financial Officer


         (b)  The  following  Current  Reports  on  Form  8-K were  filed during
              the quarter ended March 31, 2003:


              Form 8-K        Date of Event        Description

              Item 9          2/19/2003            Merit  Medical  Chairman  and
                                                   CEO says sales are robust for
                                                   January  and  first  half  of
                                                   February.

              Item 11         2/20/2003            Required  notice  of  special
                                                   trading   Restrictions  under
                                                   rule  104 of  SEC  regulation
                                                   BTR.




                                       14




                                   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.
---------------------------
REGISTRANT





Date:     May 12, 2003                     /s/: FRED P. LAMPROPOULOS
       ---------------------           -----------------------------------------
                                           FRED P. LAMPROPOULOS
                                           PRESIDENT AND CHIEF
                                           EXECUTIVE OFFICER





Date:     May 12, 2003                    /s/: KENT W. STANGER
       ---------------------           -----------------------------------------
                                         KENT W. STANGER
                                         SECRETARY AND CHIEF FINANCIAL OFFICER






                                       15






                    Certification of Chief Executive Officer
                         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
                  Medial 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  periods  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)   evaluated   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 of 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:  May 12, 2003                /s/: FRED P. LAMPROPOULOS
--------------------               ---------------------------------------------
                                   Fred P. Lampropoulos, Chief Executive Officer


                                       16





                    Certification of Chief Financial Officer
                         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 annual report,  fairly
                  present in all  material  respects  the  financial  condition,
                  results of operations  and cash flows of the registrant as of,
                  and for, the periods 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)   evaluated   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 of 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:  May 12, 2003                 /s/:KENT W. STANGER
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                                    Kent W. Stanger, Chief Financial Officer



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