SCHEDULE 14A INFORMATION
                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934
                               (Amendment No.__)

Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check
the appropriate box:
[X]     Preliminary Proxy Statement
[ ]     Confidential, for use of the Commission Only (as permitted
        by Rule 14a-6(e)(2)
[ ]     Definitive Proxy Statement
[ ]     Definitive Additional Materials
[ ]     Soliciting Material Under Rule 14a-12

                           MERIT MEDICAL SYSTEMS, INC.
                      ------------------------------------
                (Name of Registrant as Specified In Its Charter)

                   ------------------------------------------
                   (Name of Person(s) Filing Proxy Statement,
                          if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X]      No fee required.
[ ]     Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
         1)  Title of each class of securities to which transaction applies:

         ------------------------------------------------------
         2)  Aggregate number of securities to which transaction applies:

         ------------------------------------------------------
         3)  Per unit price or other  underlying  value of transaction  computed
            pursuant to Exchange Act Rule 0-11:

         ------------------------------------------------------
         4) Proposed maximum aggregate value of transaction:

         ------------------------------------------------------
         5) Total fee paid:

         ------------------------------------------------------
[ ]      Fee paid previously with preliminary materials.
[ ]      Check box if any part of the fee is offset as provided by Exchange  Act
         Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee
         was paid  previously.  Identify  the  previous  filing by  registration
         statement number, or the Form or Schedule and the date of its filing.

         1) Amount Previously Paid:

         ------------------------------------------------------
         2) Form, Schedule or Registration Statement No.:

         ------------------------------------------------------
         3) Filing Party:

         ------------------------------------------------------
         4) Date Filed:

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                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                               ------------------
                                  May 22, 2003


                           MERIT MEDICAL SYSTEMS, INC.



                                  [MERIT LOGO]


         You are cordially  invited to attend the Annual Meeting of Shareholders
         of Merit Medical Systems,  Inc. (the "Company"),  which will be held on
         Thursday,  May 22,  2003,  at 3:00  p.m.,  at the  Company's  corporate
         offices at 1600 West Merit  Parkway,  South  Jordan,  Utah (the "Annual
         Meeting"), for the following purposes:

(1)      To elect  two  directors  of the  Company,  each to serve for a term of
         three years or until his successor has been duly elected and qualified;

(2)      To consider and vote upon an amendment to the Articles of Incorporation
         the Company  increasing the number of authorized shares of common stock
         of the Company from 20 million shares to 50 million shares;

(3)      To consider  and vote upon a proposed  amendment  to the Merit  Medical
         Systems,  Inc. 1999 Omnibus Stock Incentive Plan to increase the number
         of shares of common  stock of the  Company  available  for the grant of
         awards under such plan from 2,500,000 shares to 4,500,000 shares;

(4)      To  consider  and vote upon a  proposal  to ratify the  appointment  of
         Deloitte & Touche as independent  auditor of the Company for the fiscal
         year ending December 31, 2003; and

(5)      To transact such other  business as may properly come before the Annual
         Meeting or any adjournment or postponement thereof.

         The Board of  Directors  has fixed the close of  business  on April 18,
         2003 as the record date for the determination of shareholders  entitled
         to  receive  notice  of and to vote at the  Annual  Meeting  and at any
         adjournment or postponement thereof.

                       By Order of the Board of Directors,



                             KENT W. STANGER, C.P.A.
                Chief Financial Officer, Secretary and Treasurer

April __, 2003


                                    IMPORTANT

         Whether or not you expect to attend  the Annual  Meeting in person,  to
assure that your shares will be  represented,  please  complete,  date, sign and
return the enclosed proxy without delay in the enclosed envelope, which requires
no  additional  postage if mailed in the United  States.  Your proxy will not be
used if you are  present at the Annual  Meeting  and desire to vote your  shares
personally.





                           MERIT MEDICAL SYSTEMS, INC.
                               1600 Merit Parkway
                            South Jordan, Utah 84095

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

                                 PROXY STATEMENT
                        ---------------------------------


                         Annual Meeting of Shareholders

                                  May 22, 2003
                               ------------------




                             SOLICITATION OF PROXIES

         This Proxy  Statement is being  furnished to the  shareholders of Merit
Medical Systems,  Inc., a Utah  corporation (the "Company"),  in connection with
the  solicitation  by the Board of  Directors  of the  Company of  proxies  from
holders of outstanding  shares of the Company's  common stock, no par value (the
"Common Stock"), for use at the Annual Meeting of Shareholders of the Company to
be held on Thursday,  May 22, 2003,  at 3:00 p.m.,  at the  Company's  corporate
offices at 1600 West Merit Parkway,  South Jordan,  Utah, and at any adjournment
or postponement thereof (the "Annual Meeting"). This Proxy Statement, the Notice
of Annual Meeting of Shareholders and the  accompanying  form of proxy are first
being mailed to shareholders of the Company on or about April __, 2003.

         The  Company  will  bear  all  costs  and  expenses   relating  to  the
solicitation of proxies, including the costs of preparing,  printing and mailing
to shareholders  this Proxy Statement and accompanying  materials In addition to
the  solicitation  of proxies by use of the mails,  the directors,  officers and
employees of the Company,  without receiving additional  compensation therefore,
may solicit  proxies  personally or by telephone,  electronic mail or facsimile.
Arrangements  will be made with brokerage firms and other  custodians,  nominees
and fiduciaries  for the forwarding of solicitation  materials to the beneficial
owners of the shares of Common Stock held by such persons,  and the Company will
reimburse  such  brokerage  firms,  custodians,  nominees  and  fiduciaries  for
reasonable out of pocket expenses incurred by them in connection therewith.

                                     VOTING

         The Board of  Directors  has fixed the close of  business  on April 18,
2003 as the Record Date for  determination  of shareholders  entitled to receive
notice of and to vote at the  Annual  Meeting  (the  "Record  Date").  As of the
Record  Date,  there were issued and  outstanding  shares of Common  Stock.  The
holders of record of the shares of Common  Stock on the Record Date  entitled to
be voted at the Annual  Meeting are  entitled to cast one vote per share on each
matter submitted to a vote at the Annual Meeting.

Proxies

         Shares of the Common Stock which are entitled to be voted at the Annual
Meeting and which are represented by properly  executed proxies will be voted in
accordance with the instructions  indicated on such proxies.  If no instructions
are  indicated,  such shares will be voted;  FOR the election of each of the two
director nominees for their respective terms; FOR the amendment of the Company's
Articles of Incorporation to increase the number of authorized  shares of Common
Stock; FOR the amendment to the Merit Medical  Systems,  Inc. 1999 Omnibus Stock
Incentive Plan (the "Incentive  Plan") increasing the number of shares of Common
Stock  available  for  awards  under  such  plan;  FOR the  ratification  of the
appointment of Deloitte & Touche LLP to be the Company's independent auditor for
the fiscal year ending  December 31, 2003;  and in the  discretion  of the proxy
holder


                                       1


as to any other  matters which may properly  come before the Annual  Meeting.  A
shareholder  who has  executed  and  returned  a proxy may revoke it at any time
prior to its exercise at the Annual  Meeting by executing  and returning a proxy
bearing a later  date,  by filing  with the  Secretary  of the  Company,  at the
address set forth above,  a written  notice of  revocation  bearing a later date
than the proxy being revoked,  or by voting the Common Stock covered  thereby in
person at the Annual Meeting.

Vote Required

         A  majority  of the  issued  and  outstanding  shares of  Common  Stock
entitled to vote, represented in person or by proxy, is required for a quorum at
the  Annual  Meeting.  Abstentions  and  broker  non-votes  will be  counted  as
"represented"  for the  purpose  of  determining  the  presence  or absence of a
quorum.

          Under Utah law, in connection with the election of directors,  the two
nominees  receiving  the highest  number of votes will be  elected.  In order to
approve  each of the  proposals  in respect  of the  proposed  amendment  to the
Incentive  Plan  increasing  the number of shares of Common Stock  available for
awards  granted under such plan and the  appointment  of  independent  auditors,
votes  cast in favour of such  proposal  must  exceed  the votes  cast  against.
Abstentions and broker non-votes will not have the effect of being considered as
votes  cast with  respect to such  matters.  In order to  approve  the  proposed
amendment to the Articles of Incorporation of the Company to increase the number
of  authorized  shares of Common  Stock  from 20  million  shares to 50  million
shares,  a majority of the  outstanding  shares of Common Stock must be voted in
favor of such amendment. Accordingly, abstentions and broker non-votes will have
the effect of being considered as votes cast against such proposal.

                     PROPOSAL NO. 1 - ELECTION OF DIRECTORS

           At the Annual Meeting, two directors of the Company are to be elected
to serve  for a term of three  years or  until  their  successors  shall be duly
elected and qualified.  Each of the nominees for director,  identified below, is
currently  a  director  of the  Company.  If  either of the  nominees  should be
unavailable to serve, which is not now anticipated, the proxies solicited hereby
will be voted for such other persons as shall be designated by the present Board
of  Directors.  The two nominees  receiving  the highest  number of votes at the
Annual Meeting will be elected.

Nominees for Election as Directors

         Certain  information with respect to each director nominee is set forth
below.

         Fred P. Lampropoulos, 53, has been Chairman of the Board, President and
Chief  Executive  Officer of the Company since its formation in July 1987.  From
1983 to June 1987, Mr.  Lampropoulos  was Chairman of the Board and President of
Utah Medical  Products,  Inc. ("Utah  Medical"),  a medical device company.  Mr.
Lampropoulos is nominated to serve a three-year term.

         Kent  W.  Stanger,   C.P.A.  48,  has  been  Chief  Financial  Officer,
Secretary,  Treasurer and a director of the Company since 1987. Prior to joining
the Company, Mr. Stanger was the controller for Utah Medical from 1985 to August
1987.  Prior to 1985, he was the  corporate  controller  for Laser  Corporation,
American Laser and Modulaire Industries,  Inc. Mr. Stanger is a certified public
accountant. Mr. Stanger is nominated to serve a three-year term.

         The Board of Directors  recommends that  shareholders  vote for each of
the foregoing nominees.

Directors Whose Terms of Office Continue

         Rex C. Bean,  72, has been a director  of the Company  since 1988.  Mr.
Bean retired from the U.S. Air Force in 1987 and is  principally  engaged in the
management  of private  investments.  Mr.  Bean's term as a director  expires in
2005.

         Richard W. Edelman,  62, has been a director of the Company since 1988.
He is the managing  director and Dallas branch manager of Sanders Morris Harris,
a stock  brokerage  firm.  Mr.  Edelman  also serves as a director  for Vertical
Health Solutions,  Inc., a  publicly-traded  developer and distributor of animal
health products.  From 1998 to 2000, he was a Senior Vice President of Southwest
Securities,  Inc., a stock brokerage firm located in Dallas, Texas. From 1996 to
1998,  he was Managing  Director of Rodman & Renshaw,  Inc.,  a stock  brokerage
firm.  From 1987 to 1996,  he was employed by  Southwest  Securities,  Inc.,  as


                                       2


Senior Vice President. Prior to joining Southwest Securities, Inc., in 1987, Mr.
Edelman was a securities  analyst and Vice President for  Schneider,  Bernet and
Hickman,  a Dallas,  Texas  securities  firm. Mr. Edelman obtained an MBA degree
from  Columbia  University,  New York City,  in 1966.  Mr.  Edelman's  term as a
director expires in 2005.

         James J. Ellis,  69, has been a director of the Company since November,
1995. He has been Managing  Partner of  Ellis/Rosier  Financial  Services  since
1992. Mr. Ellis served as General  Manager of MONY Financial  Services,  Dallas,
Texas,  from 1979 until his  retirement in 1992. He also serves as a director of
Jack Henry &  Associates,  a  publicly  traded  company  engaged in the sale and
service of software  for the  banking  industry.  Mr.  Ellis' term as a director
expires in 2004.

         Michael E.  Stillabower,  M.D.,  59, has been a director of the Company
since March 1996. Dr.  Stillabower  has been a physician in private  practice in
Wilmington,  Delaware,  since 1980. He is President of  Cardiology  Consultants,
P.A. in Wilmington  Delaware.  In 1999, Dr. Stillabower was appointed  Director,
Cardiovascular Research, Christiana Hospital. From 1988 to 1999, he was Chief of
Cardiology  at the  Medical  Center of  Delaware,  where he had held a number of
appointments  including Director,  Coronary Care Unit, from 1984 to 1988. In May
1995,  he was  appointed  Clinical  Associate  Professor of Medicine,  Jefferson
Medical College in Philadelphia, Pennsylvania, where he obtained his M.D. degree
in 1976. He is an Elected  Fellow of the American  College of  Cardiology  and a
member of other professional  associations and is actively engaged in cardiology
research,  instruction  and  publication of related  papers and  abstracts.  Dr.
Stillabower's term as a director expires in 2004.

Committees, Meetings and Reports

         The Board of Directors has a standing Audit  Committee and an Executive
Compensation  Committee.  The  members  of the Audit  Committee  are Rex C. Bean
(Chairman),  James J. Ellis and Richard W. Edelman. The members of the Executive
Compensation Committee are James J. Ellis (Chairman), Rex C. Bean and Richard W.
Edelman. The Company has no nominating committee.

         The  Executive  Compensation  Committee  met five times during the 2002
year. The Executive Compensation Committee has oversight  responsibility for all
executive  compensation  and benefit  programs  of the  Company.  The  Executive
Compensation  Committee  reviews and approves  all  executive  compensation  and
benefit plans.

         The Audit  Committee met three times during the 2002 year to review the
Company's accounting practices and procedures,  discuss the Company's accounting
practices and procedures with the Company's  management and  independent  public
accountants and to review the quarterly and annual  financial  statements of the
Company.

         During the fiscal year ended December 31, 2002,  there were 11 meetings
held by the Board of Directors.  No Director  attended  fewer than 75 percent of
the total number of meetings of the Board of Directors  and of any  committee on
which he served.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's executive officers and directors to file
with the Securities and Exchange  Commission (the "Commission")  initial reports
of  ownership  and reports of changes in ownership of the Common Stock and other
securities  which are  derivative  of the Common Stock.  Executive  officers and
directors  are required by  Commission  regulations  to furnish the Company with
copies of all Section 16(a) reports they file. Based solely upon a review of the
copies of such forms furnished to the Company and written  representations  from
the Company's  executive  officers and directors,  the Company believes that all
Section  16(a)  reports  required  to be filed  by the  Company's  officers  and
directors were properly filed .



                                       3


Director Compensation

         Directors  who are not  employees  of the  Company  receive  an  annual
retainer  of $12,500  and a  director's  fee of $1,200 per  meeting  attended in
person and $400 for telephonic Board of Directors  meetings.  All directors also
are  reimbursed  by the  Company  for their  out-of-pocket  travel  and  related
expenses incurred in attending all Board of Directors and committee meetings.

                               EXECUTIVE OFFICERS

         In addition to Messrs.  Lampropoulos and Stanger, whose biographies are
included previously in this Proxy Statement as directors of the Company, certain
information is furnished with respect to the following executive officers of the
Company:

         B.  Leigh  Weintraub,  53, was  appointed  Chief  Operating  Officer in
February 1997,  from her previous  position as Vice President of Operations were
she served since April 1995.  She was Director and Vice  President of Regulatory
Affairs and Quality Assurance of the Company from August 1993 to 1995. From 1992
to August 1993, she was Director of Regulatory Affairs and Clinical Programs for
Endomedix,  a medical device company based in Irvine,  California.  From 1988 to
1992, Ms. Weintraub was employed by Baxter Healthcare  Corporation as manager of
quality  strategies and quality  engineering  and as project  engineer,  quality
engineering.  Ms.  Weintraub  completed an executive  MBA program at  Pepperdine
University in April 1993.

         Brian L. Ferrand,  48, has been Vice  President of Sales of the Company
since June 1993.  He was  Director of Sales of the Company  from May 1992 to May
1993,  and was National Sales Manager of the Company from December 1991 to April
1992. From 1987 to December 1991, Mr. Ferrand was employed by Medical  Marketing
Associates and held positions as medical  products sales  representative,  sales
manager, and vice president of marketing and sales.

 Compensation of Officers

         The compensation of Fred P. Lampropoulos, the Company's Chief Executive
Officer,  and the Company's other four most highly compensated officers who were
paid at least  $100,000  (the  "Named  Officers")  during the fiscal  year ended
December 31, 2002, is shown on the following pages in three tables and discussed
in a report from the Executive Compensation Committee of the Board of Directors.



                           SUMMARY COMPENSATION TABLE
   --------------------------------------------------------------------------------------------------------------------------------
                                                                                             Long Term
                                                                                           Compensation
                                                         Annual Compensation                  Awards
   --------------------------------------------------------------------------------------------------------------------------------
                                                Fiscal                     Accrued           Options/               All Other
               Name and Position                 Year       Salary          Bonus            SARs (#)             Compensation
   --------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
   Fred P. Lampropoulos                           2002        $305,000      $266,400           10,000              17,059 (1)(2)
     Chairman of the Board,                       2001         305,000       180,400          128,125 (3)(4)       33,021 (1)(2)
       Chief Executive Officer and President      2000         305,000        25,450           74,219 (3)          22,843 (1)(2)
   --------------------------------------------------------------------------------------------------------------------------------
   Brian L. Ferrand                               2002         250,000       148,000           10,000              18,039 (1)
     Vice President of Sales                      2001         250,000       100,000           41,188 (3)(4)       13,584 (1)(2)
                                                  2000         200,000        40,377           23,438 (3)          15,522 (1)(2)
   --------------------------------------------------------------------------------------------------------------------------------
   Bryan R. Lampropoulos                          2002                       329,318 (5)          0                18,635 (1)(2)(8)
     Vice President OEM &                         2001                       306,469 (6)       34,750 (3)(4)       11,981 (1)(2)
       International Sales & Marketing            2000          54,000       198,385 (7)       15,625               2,720 (2)
   --------------------------------------------------------------------------------------------------------------------------------
   Kent W. Stanger, C.P.A.                        2002         200,000        91,020           10,000               5,115 (2)
     Chief Financial Officer,                     2001         200,000        61,500           71,875 (3)(4)        4,047 (2)
       Secretary, Treasurer and Director          2000         200,000        10,000           42,969 (3)          12,361 (1)(2)
   --------------------------------------------------------------------------------------------------------------------------------
   B. Leigh Weintraub                             2002         200,000        76,220               0                9,037 (1)(2)
     Chief Operating Officer                      2001         200,000        51,500           56,250 (3)(4)        3,955 (2)
                                                  2000         200,000        18,667           31,250 (3)           2,700 (1)(2)
   --------------------------------------------------------------------------------------------------------------------------------

(1)  Includes vacation paid with cash in lieu of benefit.

                                       4


(2)  Amounts shown reflect  contributions made by the Company for the benefit of
     the Named Officers under the formula plan provision of the Company's 401(k)
     Profit Sharing Plan.

(3)  All options  amounts to reflect two 5-for-4 stock splits  effective  August
     28, 2001 and April 12, 2002.

(4)  2001 options include the grant for 2002 granted on December 8, 2001.

(5)  Bonus amount for 2002 is made up of $299,718 in  commission  and $29,600 in
     bonus.

(6)  Bonus  amount in 2001 is made up of $286,469 in  commission  and $20,000 in
     bonus.

(7)  Bonus  amount in 2000 is made up of  $193,385 in  commission  and $5,000 in
     bonus.

(8)  Including income from the Company's  Non-Qualified  Employee Stock Purchase
     Plan.

Option Grants in Last Fiscal Year

         The following table sets forth individual  grants of stock options made
to the Named  Officers  during the fiscal year ended  December 31,  2002.  As of
December 31, 2002,  the Company had not granted any stock  appreciation  rights.
The exercise  price of all options  granted  during the year ended  December 31,
2002 was not less than the market  price of the  Common  Stock as of the date of
grant.



--------------------------------------------------------------------------------------------------------------
                                                                                     Potential Realizable
                                              Percent of                            Value at Assumed Annual
                                 Number of   Total Options                           Rates of Stock Price
                                Securities    Granted to                               Appreciation for
                                Underlying     Employees                                 Option Term
                                 Options       in Fiscal   Exercise  Expiration   ----------------------------
           Name                  Granted         Year        Price       Date         5%            10%
--------------------------------------------------------------------------------------------------------------
                                                                               
Fred P. Lampropoulos .......    10,000        12.5%          16.99    05/23/12     $106,849      270,777

Brian L. Ferrand ...........    10,000(1)     12.5%          16.99    05/23/12      106,849      270,777

Bryan R. Lampropoulos ......         0         0              0           --              0            0

Kent W. Stanger, C.P.A. ....    10,000        12.5%          16.99    05/23/12      106,849      270,777

B. Leigh Weintraub .........         0         0              0           --              0            0




         (1)  Subject  to a  five-year  vesting  period,  with 20% of the  grant
              vesting on each anniversary of the grant date.

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

                                       5


Aggregated Option Exercises in Last Fiscal Year and Year End Option Values

         The  following  table sets  forth the number of shares of Common  Stock
acquired  during the fiscal year ended  December  31, 2002 upon the  exercise of
stock options, the value realized upon such exercise,  the number of unexercised
stock options held on December 31, 2002 and the aggregate  value of such options
held by the Named Officers:


------------------------------------------------------------------------------------------------------------------------
                                 Number of
                                  Shares                       Number of Unexercised           Value of Unexercised
                                 Acquired        Value              Options at                 In-the-Money Options
                                    on        Realized on       December 31, 2002 (1)          at December 31, 2002(2)
             Name                Exercise(1)   Exercise      Exercisable    Unexercisable   Exercisable    Unexercisable
------------------------------------------------------------------------------------------------------------------------

                                                                                           
Fred P. Lampropoulos .....       74,219         $1,151,488      265,313      115,007         $4,106,441      $1,471,180
------------------------------------------------------------------------------------------------------------------------
Brian L. Ferrand .........       23,437            332,254        8,437       42,189            100,087         404,329
------------------------------------------------------------------------------------------------------------------------
Bryan R. Lampropoulos ....       13,125            157,731        6,250       27,500            124,500         326,380
------------------------------------------------------------------------------------------------------------------------
Kent W. Stanger, CPA  ....       27,344            447,538      118,516       47,345          1,749,934         569,080
------------------------------------------------------------------------------------------------------------------------
B. Leigh Weintraub .......       19,625            295,341       14,830       47,345            191,599         596,080
------------------------------------------------------------------------------------------------------------------------


         (1)  All option  amounts and prices  have been  adjusted to reflect two
              5-for-4 stock splits effective August 28, 2001 and April 12, 2002.

         (2)  Reflects the difference  between the exercise price of the options
              granted and the value of the Common  Stock on December  31,  2002.
              The closing sale price of the Common Stock on December 31, 2002 as
              reported by NASDAQ was $19.92 per share.

  Change of Control Employment Agreements

         The Board of Directors  of the Company has  approved  Change of Control
Employment  Agreements  (the  "Employment  Agreements")  for  each of the  Named
Officers. These Employment Agreements provide certain benefits in the event of a
change of control of the Company,  as well as payments and benefits in the event
of termination of employment under certain circumstances.

         The Employment  Agreements provide for the continued  employment of the
Named  Officers for two years  following a change of control (three years in the
case of Mr. Fred P. Lampropoulos)  (the "Employment  Period") in essentially the
position  held prior to the change of control  and at an annual  base salary and
average  annual  bonus  based on the salary paid during the last fiscal year and
the  average of the  bonuses  paid  during the three  fiscal  years prior to the
change of control. In addition, during the Employment Period, the Named Officers
are entitled to  participate in all  retirement  plans,  benefit plans and other
employee  benefits  in  effect  prior  to the  change  of  control  or,  if more
favorable,  in those benefit programs  provided to employees after the change of
control.

                                       6


           Upon  termination of employment by the Company  following a change of
control,  other than for death,  disability  or cause,  or if the Named  Officer
terminates  employment for good reason, the Named Officer is entitled to receive
the sum of (i) his or her base salary and bonus through the date of  termination
(ii) any accrued or deferred compensation or benefits,  (iii) an amount equal to
the Named  Officer's  annual base salary and average annual bonus  multiplied by
the number of whole or fractional years remaining in the Employment  Period, and
(iv) continued  coverage during the remainder of the Employment Period under the
Company's  benefit  plans,  programs,  practices  or  policies.  The  Employment
Agreements provide that the Named Officers may voluntarily  terminate employment
during a 30-day  window period  following the first 12 months of the  Employment
Period  and  that  such a  termination  will  be  deemed  for  good  reason.  If
termination  of the employment of a Named Officer occurs which is not related to
a change of control and is for other than death,  disability or cause, the Named
Officer is entitled  to receive the sum of (i) and (ii) above,  plus a sum equal
to his or her annual  base  compensation  and average  bonus  (based on the base
salary paid  during the last fiscal year and bonuses  paid during the last three
fiscal years).

           If  termination  of employment of a Named Officer occurs by reason of
death or  disability,  he or she shall be entitled to payment of base salary and
bonus through the date of  termination,  any deferred or accrued  benefits,  and
such other death or disability  benefits  equal to the most  favorable  benefits
provided  by the Company to other  employees  and their  families.  If the Named
Officer is terminated for cause during the Employment  Period, the Company shall
be obligated to pay to the Named  Officer his or her annual base salary  through
the date of termination, the amount of any compensation previously deferred, and
any other  benefits  due  through the date of  termination,  in each case to the
extent not previously paid.

Report of the Executive Compensation Committee

         Notwithstanding  anything  to  the  contrary  set  forth  in any of the
Company's  previous  filings under the  Securities  Act of 1933, as amended (the
"Securities Act"), or the Exchange Act, that incorporates by reference, in whole
or in  part,  subsequent  filings  including,  without  limitation,  this  Proxy
Statement,  the  following  Report of the Executive  Compensation  Committee the
report of the Audit  Committee  and the  Performance  Graph set forth on page 11
hereof  shall  not be  deemed  to be  incorporated  by  reference  into any such
filings.

General.  The Company's  executive  compensation  program is administered by the
Executive  Compensation  Committee,  which is responsible for  establishing  the
policies and amounts of compensation for the Company's executive  officers.  The
Executive Compensation Committee,  composed of three independent directors,  has
oversight  responsibility  for executive  compensation and the executive benefit
programs of the Company.

Executive Compensation Principles.  The Company's executive compensation program
is designed to align  executive  compensation  with the values,  objectives  and
performance of the Company.  The executive  compensation  program is designed to
achieve the following objectives:

         <    Attract and retain highly qualified individuals who are capable of
              making  significant  contributions to the long-term success of the
              Company;

         <    Reward executive officers for long-term  strategic  management and
              the enhancement of shareholder value; and

         <    Promote a performance-oriented environment that encourages Company
              and individual achievement.

                                       7


           Executive  Compensation Program. The Company's executive compensation
program consists of both cash and equity-based  compensation.  The components of
the Company's executive compensation program and the policies which govern their
implementation are outlined briefly below.

           Cash Compensation. The Company's cash compensation policy is designed
to provide  competitive  levels of compensation to attract and retain  qualified
individuals and to reward individual  initiative and achievement.  The Company's
existing executive compensation program is a base compensation plan with a bonus
compensation element.

           The salary for Fred P.  Lampropoulos,  President and Chief  Executive
Officer, is based generally upon comparisons with levels of compensation paid to
Chief Executive Officers of other comparably sized medical device manufacturers.
The  overall  performance  of the  Company  and the  Company's  progress  toward
achieving specific objectives are also important factors in setting compensation
for Mr. Lampropoulos.

           Cash  compensation  for  executive  officers  other  than  the  Chief
Executive  Officer is based generally upon  comparisons  with  comparably  sized
medical  device  manufacturers  and is targeted at the  mid-range  of the salary
levels of those  manufacturers.  Compensation of executive officers is based, in
part, upon their respective responsibilities as compared to similar positions in
comparable  companies.  The  Executive  Compensation  Committee  also  considers
individual  merit  and the  Company's  performance.  It is the  practice  of the
Committee to solicit and review  recommendations  of the Chief Executive Officer
when  determining  salary  levels for  executive  officers  other than the Chief
Executive Officer.

         The Executive  Compensation Committee created an annual incentive bonus
program for the Chief Executive Officer. In 2002, Mr. Lampropoulos qualified for
98% of the maximum  bonus when he achieved or exceeded 100% of the goals in each
of the eight categories: total revenues; new product revenues; gross margin; net
income;  inventory turns; cost savings  projects;  obsolescence  reduction;  and
stock  price  compared  to the Russell  2000 Stock  Index.  In order to increase
profitability  and  maximize  shareholder  value,  the  Executive   Compensation
Committee reduced the number of categories in 2003 to: revenue growth;  earnings
per  share;  and  the  total  completion  of 3 major  projects.  For  2003,  Mr.
Lampropoulos  will  be  entitled  to  receive  base  incentive  compensation  of
$150,000,  if the Company  achieves 100% of these goals. If 100% of a particular
category is not achieved, no portion of the base incentive  compensation will be
paid for that  category.  The  total  cap on  incentive  compensation  which Mr.
Lampropoulos  will be eligible to receive for the 2003 fiscal year is  $180,000,
provided that Mr.  Lampropoulos  achieves 120% or better of all goal targets for
each of the three  categories.  In addition,  the Board of Directors  may in its
discretion  declare  and pay to the Chief  Executive  Officer  additional  bonus
amounts in recognition of exceptional performance.

           Equity-Based   Compensation.   The  Company   has   adopted   various
stock-based  compensation  plans that are  designed  to promote  and advance the
interest of the Company and its shareholders by  strengthening  the mutuality of
interests  between the  executive  officers  of the  Company  and the  Company's
shareholders.  Since  executive  incentive  compensation  is based on  shares of
Common Stock, the value of those awards to executive  officers  increases as the
value of the Common Stock increases.  During the 2002 fiscal year, discretionary
option grants were made to the Vice President of Sales.

           Benefits.  The Company's  policy is to provide an attractive  benefit
package to all  employees.  Executive  officers  of the  Company  are  generally
eligible to participate,  on the terms and conditions applicable to all eligible
employees of the Company,  in the Merit Medical  Systems  401(k) Profit  Sharing
Plan, a contributory  savings and profit sharing plan for all Company  employees
over the age of 18. Certain executive officers may elect to defer certain awards
or compensation under the Company's employee benefit plans.

                                       8


                        EXECUTIVE COMPENSATION COMMITTEE

                            James J. Ellis, Chairman
                               Richard W. Edelman
                                   Rex C. Bean


Report of the Audit Committee.

         The Audit Committee met three times during the 2002 year, to review the
Company's accounting practices and procedures,  discuss the Company's accounting
practices and procedures with the Company's  management and  independent  public
accountants and to review the quarterly and annual  financial  statements of the
Company,  and all members  attended.  Additionally,  the Audit  Committee or Rex
Bean, its chairman,  met with the Company's  independent auditors and management
to review the financial  information  included in each Quarterly  Report on Form
10-Q of the Company  prior to filing with the  Commission.  The functions of the
Audit  Committee  are:  (i) to review  and  approve  the  selection  of, and all
services  performed by, the Company's  independent  auditor;  (ii) to review the
Company's internal controls; and (iii) to review, act and report to the Board of
Directors with respect to the scope of audit  procedures,  accounting  practices
and internal  accounting and financial  controls of the Company.  All members of
the Audit  Committee  are  independent  as  defined in Rule 4200 (a) (14) of the
National Association of Securities Dealers listing standards.

         Management is responsible for the Company's  internal  controls and the
financial  reporting  process.   The  independent  auditor  is  responsible  for
performing an audit of the Company's financial statements in accordance with the
generally  accepted  auditing  standards in the United States of America and for
expressing an opinion on those financial  statements  based on their audit.  The
Audit Committee reviews these processes on behalf of the Board of Directors.  In
this  context,  the Audit  Committee  has  reviewed  and  discussed  the audited
financial  statements  contained in the 2002 Annual Report on Form 10-K with the
Company's management and its independent auditor.

         The Audit Committee also has discussed with the independent auditor the
matters  required to be discussed by the Statement on Auditing  Standards No. 61
(Communication with Audit Committee), as amended.

         The Audit Committee has received the written disclosures and the letter
from the independent  auditor required by Independence  Standards Board Standard
No. 1 (Independence  Discussions  with Audit  Committees),  as amended,  and has
discussed with the independent auditor their  independence.  The Audit Committee
has also considered  whether the provision of the services described below under
the captions  Proposal No. 4  Ratification  of Selection of Auditor,  "Financial
Information  Systems  Design and  Implementation  Fees" and "All Other  Fees" is
compatible with maintaining the independence of the independent auditor.

         Based on the  review  and  discussions  referred  to  above,  the Audit
Committee  recommended  to the Board of  Directors  that the  audited  financial
statements be included in the Company's  Annual Report on Form 10-K for the year
ended December 31, 2002, as filed with the Commission.


                                 AUDIT COMMITTEE

                                       Rex C. Bean, Chairman
                                       James J. Ellis
                                       Richard W. Edelman

                                       9


                     PRINCIPAL HOLDERS OF VOTING SECURITIES

         The following  table sets forth  information as of April 3, 2003,  with
respect to the beneficial ownership of shares of the Common Stock by each person
known by the  Company to be the  beneficial  owner of more than 5% of the Common
Stock, by each director,  by each director nominee, by each Named Officer and by
all directors and executive  officers as a group.  Unless otherwise noted,  each
person  named has sole voting and  investment  power with  respect to the shares
indicated.   Percentages  are  based  on  14,139,585   shares  of  Common  Stock
outstanding.


----------------------------------------------------------------------------------------------------------------------
                                                                                           Beneficial Ownership
----------------------------------------------------------------------------------------------------------------------
                                                                                       Number of        Percentage
                                                                                         Shares          of Class
----------------------------------------------------------------------------------------------------------------------
Principal Shareholders

                                                                                                       
Fred P. Lampropoulos (1)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . .         914,581         6.3
    Merit Medical Systems, Inc., 1600 West Merit Parkway, South Jordan, Utah

Barclays Global Investors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         807,870         5.7
    45 Fremont Street  San Francisco, CA 94105

Officers and Directors

Fred P. Lampropoulos . . . . . . . . . . . . . . . . . . . . . . . . .(see above). .

Kent W. Stanger C.P.A (1)(2)(4). . . . . . . . . . . . . . . . . . . . . . . . . . .         457,601         3.2

Rex C. Bean (2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         256,475         1.8

James J. Ellis(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          83,063           *

Michael E. Stillabower M.D (2) . . . . . . . . . . . . . . . . . . . . . . . . . . .          61,563           *

Bryan R. Lampropoulos (1)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          35,435           *

B. Leigh Weintraub(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          22,732           *

Brian L. Ferrand(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          19,304           *

Richard W. Edelman)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          19,219           *

All executive officers and directors as a group (8 persons)                                1,834,538        12.5%
----------------------------------------------------------------------------------------------------------------------

* Represents holdings of less than 1%

(1)    The computations above include the following share amounts which are held
       in the  Company's  401(k) Profit  Sharing Plan on behalf of  participants
       hereunder:  Fred P. Lampropoulos,  30,734 shares; Kent W. Stanger, 26,566
       shares ; Bryan R. Lampropoulos,  12,558 shares; B. Leigh Weintraub, 3,853
       shares;  Brian L. Ferrand,  10,867 shares; and all executive officers and
       directors as a group, 72,078 shares.

(2)    The  computations  above  include the  following  share amounts which are
       subject to options  exercisable  within 60 days of April 3, 2003, none of
       which have been exercised: Fred P. Lampropoulos,  265,313 shares; Kent W.
       Stanger,  118,516  shares;  Rex C. Bean,  60,782  shares;  James J. Ellis
       47,500 shares;  Michael E.  Stillabower  M.D.,  49,063  shares; B. Leigh
       Weintraub,  14,830  shares;  Brian L. Ferrand,  8,437 shares;  Richard W.
       Edelman,  9,219  shares;  and all  executive  officers and directors as a
       group, 573,660 shares.

(3)    Based on a  Schedule  13D dated  February  12,  2003,  as filed  with the
       Commission.

                                       10

GRAPHIC OMITTED:    MERIT MEDICAL SYSTEMS, INC.
                    Comparison of Five-Year Cumulative Total Returns
                    Performance Graph

Prepared by the Center for Research in Security Prices
Produced on 04/04/03 including data to 12/31/02

The performance  graph  illustrates the cumulative  value of $100.00 invested on
12/31/97, as follows:


                                      --------------------------------------------------------------------------------------------
                                         12/97     1/98     2/98     3/98     4/98     5/98     6/98     7/98     8/98     9/98
                                                                                            
MERIT MEDICAL SYSTEMS                   100.00    91.00   104.00   100.00   131.00   120.00   142.00   128.00   103.00    96.00
NASDAQ STOCK MARKET (U.S.)              100.00   103.17   112.86   117.04   119.02   112.40   120.25   118.84    95.28   108.50
NASDAQ MEDICAL EQUIPMENT                100.00   101.95   108.60   109.72   109.73   104.32   103.81   101.07    82.09    91.73

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

                                         10/98    11/98    12/98     1/99     2/99     3/99     4/99     5/99     6/99     7/99

MERIT MEDICAL SYSTEMS                    86.00    87.00   106.00    94.00    88.00    92.00    82.00    92.00    79/75    84.00
NASDAQ STOCK MARKET (U.S.)              113.27   124.78   140.99   161.45   146.99   158.09   163.11   158.53   172.77   169.64
NASDAQ MEDICAL EQUIPMENT                 91.53   103.99   113.33   117.05   108.80   117.88   127.51   127.68   138.61   142.93
                                      --------------------------------------------------------------------------------------------

                                          8/99     9/99    10/99    11/99    12/99     1/00     2/00     3/00     4/00     5/00

MERIT MEDICAL SYSTEMS                   104.00    97.00   100.00   104.00   116.00   118.00   128.00   158.00    76.00    78.00
NASDAQ STOCK MARKET (U.S.)              176.80   177.01   191.19   214.36   261.48   251.86   299.87   293.74   247.07   217.29
NASDAQ MEDICAL EQUIPMENT                139.15   131.28   124.16   134.43   134.83   136.39   159.45   158.00   145.48   146.07
                                      --------------------------------------------------------------------------------------------

                                          6/00     7/00     8/00     9/00   10/00    11/00    12/00      1/01     2/01     3/01

MERIT MEDICAL SYSTEMS                   104.00    93.01    93.01   101.01  100.50    93.01    90.00     95.01    90.00    99.01
NASDAQ STOCK MARKET (U.S.)              255.45   242.13   270.78   235.61  216.25   166.61   157.77    176.87   136.92   117.74
NASDAQ MEDICAL EQUIPMENT                159.65   158.63   179.06   180.03  164.43   141.07   139.10    134.90   128.79   117.55
                                      --------------------------------------------------------------------------------------------

                                          4/01     5/01     6/01     7/01    8/01     9/01    10/01     11/01    12/01     1/02

MERIT MEDICAL SYSTEMS                   112.00   124.00   144.00   201.60  315.60   380.00   305.80    293.40   373.60   333.00
NASDAQ STOCK MARKET (U.S.)              135.31   135.11   138.77   129.95  115.80    96.29   108.65    124.12   125.16   124.21
NASDAQ MEDICAL EQUIPMENT                129.94   141.13   149.66   148.56  141.25   132.02   138.61    141.24   152.93   152.43
                                      --------------------------------------------------------------------------------------------

                                          2/02     3/02     4/02     5/02    6/02     7/02     8/02      9/02    10/02    11/02

MERIT MEDICAL SYSTEMS                   314.40   404.00   406.75   434.50  515.75   466.30   431.25    482.75   587.50   474.50
NASDAQ STOCK MARKET (U.S.)              111.29   118.59   108.74   103.95   94.53    85.90    84.99     75.85    86.21    95.82
NASDAQ MEDICAL EQUIPMENT                143.70   148.68   148.21   144.71  136.03   124.63   128.52    123.68   123.26   124.42
                                      --------------------------------------------------------------------------------------------

                                         12/02

MERIT MEDICAL SYSTEMS                   498.00
NASDAQ STOCK MARKET (U.S.)               86.53
NASDAQ MEDICAL EQUIPMENT                123.78
                                      --------------------------------------------------------------------------------------------


                                       11





                                                                                        Begin:  12/31/1997
                                                                                   Period End:  12/31/2002
MERIT MED SYS INC                                                                         End:  12/31/2002

                                     Beginning
            Transaction   Closing     No. Of     Dividend    Dividend    Shares      Ending    Cum. Tot.
   Date*        Type      Price**    Shares***  per Share      Paid    Reinvested    Shares      Return
----------- -----------  --------   ----------  ---------    --------  ----------   -------    ----------
                                                                                 

   31-Dec-97   Begin        4.000      25.00                                         25.000      100.00

   31-Jan-98  MonthEnd      3.640      25.00                                         25.000       91.00

   28-Feb-98  MonthEnd      4.160      25.00                                         25.000      104.00

   31-Mar-98  MonthEnd      4.000      25.00                                         25.000      100.00

   30-Apr-98  MonthEnd      5.240      25.00                                         25.000      131.00

   31-May-98  MonthEnd      4.800      25.00                                         25.000      120.00

   30-Jun-98  MonthEnd      5.680      25.00                                         25.000      142.00

   31-Jul-98  MonthEnd      5.120      25.00                                         25.000      128.00

   31-Aug-98  MonthEnd      4.120      25.00                                         25.000      103.00

   30-Sep-98  MonthEnd      3.840      25.00                                         25.000       96.00

   31-Oct-98  MonthEnd      3.440      25.00                                         25.000       86.00

   30-Nov-98  MonthEnd      3.480      25.00                                         25.000       87.00

   31-Dec-98  MonthEnd      4.240      25.00                                         25.000      106.00

   31-Jan-99  MonthEnd      3.760      25.00                                         25.000       94.00

   28-Feb-99  MonthEnd      3.520      25.00                                         25.000       88.00

   31-Mar-99  MonthEnd      3.680      25.00                                         25.000       92.00

   30-Apr-99  MonthEnd      3.280      25.00                                         25.000       82.00

   31-May-99  MonthEnd      3.680      25.00                                         25.000       92.00

   30-Jun-99  MonthEnd      3.190      25.00                                         25.000       79.75

   31-Jul-99  MonthEnd      3.360      25.00                                         25.000       84.00

   31-Aug-99  MonthEnd      4.160      25.00                                         25.000      104.00

   30-Sep-99  MonthEnd      3.880      25.00                                         25.000       97.00

   31-Oct-99  MonthEnd      4.000      25.00                                         25.000      100.00

   30-Nov-99  MonthEnd      4.160      25.00                                         25.000      104.00

   31-Dec-99  MonthEnd      4.640      25.00                                         25.000      116.00

   31-Jan-00  MonthEnd      4.720      25.00                                         25.000      118.00

   29-Feb-00  MonthEnd      5.120      25.00                                         25.000      128.00

   31-Mar-00  MonthEnd      6.320      25.00                                         25.000      158.00


                                       12




                                     Beginning
            Transaction   Closing     No. Of     Dividend    Dividend    Shares      Ending    Cum. Tot.
   Date*        Type      Price**    Shares***  per Share      Paid    Reinvested    Shares      Return
----------- -----------  --------   ----------  ---------    --------  ----------   -------    ----------
                                                                                 
   30-Apr-00  MonthEnd      3.040      25.00                                         25.000       76.00

   31-May-00  MonthEnd      3.120      25.00                                         25.000       78.00

   30-Jun-00  MonthEnd      4.160      25.00                                         25.000      104.00

   31-Jul-00  MonthEnd      3.720      25.00                                         25.000       93.01

   31-Aug-00  MonthEnd      3.720      25.00                                         25.000       93.01

   30-Sep-00  MonthEnd      4.040      25.00                                         25.000      101.01

   31-Oct-00  MonthEnd      4.020      25.00                                         25.000      100.50

   30-Nov-00  MonthEnd      3.720      25.00                                         25.000       93.01

   31-Dec-00  MonthEnd      3.600      25.00                                         25.000       90.00

   31-Jan-01  MonthEnd      3.800      25.00                                         25.000       95.01

   28-Feb-01  MonthEnd      3.600      25.00                                         25.000       90.00

   31-Mar-01  MonthEnd      3.960      25.00                                         25.000       99.01

   30-Apr-01  MonthEnd      4.480      25.00                                         25.000      112.00

   31-May-01  MonthEnd      4.960      25.00                                         25.000      124.00

   30-Jun-01  MonthEnd      5.760      25.00                                         25.000      144.00

   31-Jul-01  MonthEnd      8.064      25.00                                         25.000      201.60

   31-Aug-01  MonthEnd     12.624      25.00                                         25.000      315.60

   30-Sep-01  MonthEnd     15.200      25.00                                         25.000      380.00

   31-Oct-01  MonthEnd     12.232      25.00                                         25.000      305.80

   30-Nov-01  MonthEnd     11.736      25.00                                         25.000      293.40

   31-Dec-01  MonthEnd     14.944      25.00                                         25.000      373.60

   31-Jan-02  MonthEnd     13.320      25.00                                         25.000      333.00

   28-Feb-02  MonthEnd     12.576      25.00                                         25.000      314.40

   31-Mar-02  MonthEnd     16.160      25.00                                         25.000      404.00

   30-Apr-02  MonthEnd     16.270      25.00                                         25.000      406.75

   31-May-02  MonthEnd     17.380      25.00                                         25.000      434.50

   30-Jun-02  MonthEnd     20.630      25.00                                         25.000      515.75

   31-Jul-02  MonthEnd     18.652      25.00                                         25.000      466.30


                                       13





                                     Beginning
            Transaction   Closing     No. Of     Dividend    Dividend    Shares      Ending    Cum. Tot.
   Date*        Type      Price**    Shares***  per Share      Paid    Reinvested    Shares      Return
----------- -----------  --------   ----------  ---------    --------  ----------   -------    ----------
                                                                                 

   31-Aug-02  MonthEnd     17.250      25.00                                         25.000      431.25

   30-Sep-02  MonthEnd     19.310      25.00                                         25.000      482.75

   31-Oct-02  MonthEnd     23.500      25.00                                         25.000      587.50

   30-Nov-02  MonthEnd     18.980      25.00                                         25.000      474.50

   31-Dec-02    End        19.920      25.00                                         25.000      498.00



*   Specified ending dates or ex-dividends dates.
**  All Closing Prices and Dividends are adjusted for stock splits and stock
    dividends.
*** 'Begin Shares' based on $100 investment.



                                       14


PROPOSAL NO. 2 - AMENDMENT OF ARTICLES OF INCORPORATION TO INCREASE THE NUMBER
                      OF AUTHORIZED SHARES OF COMMON STOCK

         The  Board  of  Directors   has  proposed  to  amend  the  Articles  of
Incorporation  of the  Company  for the  purpose  of  increasing  the  number of
authorized  shares of Common Stock from 20 million  shares to 50 million  shares
(the  "Articles  Amendment").  A copy  of the  proposed  Articles  Amendment  is
attached  hereto as Appendix  A. If the  Articles  Amendment  is approved at the
Annual Meeting,  the Company intends to promptly sign the Articles Amendment and
file the same with the Utah Division of Corporations and Commercial Code.

         The  Board  of  Directors  recommends  that  shareholders  vote FOR the
Articles Amendment.

Effect and Purpose of Proposed Articles Amendment

         The effect of the proposed Articles Amendment is to increase the number
of shares of Common  Stock the  Company  is  authorized  to issue to 50  million
shares. Under the Articles of Incorporation, the Company is presently authorized
to issue 20 million  shares of Common  Stock and 5 million  shares of  preferred
stock, no par value (the "Preferred  Stock"). Of the authorized shares of Common
Stock, 14,139,585 were issued and outstanding as of April 3, 2003. An additional
2.9  million  shares are  subject to  outstanding  options  or  warrants  or are
reserved for the grant of future awards  pursuant to the Merit Medical  Systems,
Inc.  1999 Omnibus Stock  Incentive  Plan and the Merit  Medical  Systems,  Inc.
Long-term  Incentive  Stock  Option  Plan.  None  of the  authorized  shares  of
Preferred Stock are issued, outstanding or subject to any outstanding options or
warrants or reserved for any specific  purpose,  except that 1,000,000 shares of
Preferred Stock are designated as Series A Junior Participating  Preferred Stock
and are reserved for issuance  pursuant to a Rights  Agreement  dated August 27,
1997, between the Company and Zions First National Bank.

         The Board of Directors  has approved  the  Articles  Amendment,  and is
recommending it for approval by the shareholders, because the Board of Directors
is concerned that the number of shares of Common Stock  currently  available for
issuance  may  prove  insufficient  for  acquisition,   stock  split  and  other
opportunities that may arise during the next few years. The Company has effected
a 5:4 forward  stock split twice  during the past few years.  In  addition,  the
Company has used shares of Common  Stock to acquire  other  businesses  or their
assets  and has used  options  on shares of Common  Stock to  provide  incentive
compensation to the Company's directors,  officers,  employees and other service
providers.  The Board of Directors  believes that these past issuances of Common
Stock have benefited the  shareholders  of the Company by permitting the Company
to continue to expand its operations and attract talented service providers. The
Board of  Directors  anticipates  that,  in the next few years,  the Company may
effect additional forward stock splits, acquire additional businesses or assets,
or grant  incentive  awards to service  providers of the  Company.  The Board of
Directors may also determine to use additional authorized shares of Common Stock
for other  purposes,  such as  raising  capital.  The  purpose  of the  Articles
Amendment  is to ensure that a  sufficient  number of shares of Common Stock are
available for the above described,  and other possible,  transactions during the
next few years.

Effect of Future Issuances of Common Stock

         The authorized  number of shares of Common Stock represents the maximum
number of shares of Common Stock that the Board of Directors  can issue  without
obtaining  shareholder  approval  to amend  the  Articles  of  Incorporation  to
increase  such  number.  If the Articles  Amendment  is approved,  the number of
additional  shares  of  Common  Stock  available  for  issuance  by the Board of
Directors without further shareholder  approval will increase from approximately
3 million  shares to  approximately  33 million  shares (taking into account all
shares  issued,  outstanding  or reserved for  issuance).  Each time  additional
shares of Common Stock are issued, the voting rights,  dividend rights and other
rights  of  each   previously   issued   share  of  Common   Stock  are  reduced
proportionately.  If the Articles Amendment is approved,  the current holders of
the Common Stock may  experience  dilution as additional  shares of Common Stock
are issued in the future.

                                       15


         PROPOSAL NO. 3 -- AMENDMENT TO THE MERIT MEDICAL SYSTEMS, INC.
                       1999 OMNIBUS STOCK INCENTIVE PLAN

         The Board of Directors has adopted an amendment (the "Plan  Amendment")
to the Merit  Medical  Systems,  Inc.  1999 Omnibus  Stock  Incentive  Plan (the
"Incentive  Plan"),  to  increase  the  number  of  shares  available  under the
Incentive  Plan from  2,500,000  shares of Common Stock to  4,500,000  shares of
Common Stock. The Plan Amendment effects no other changes to the Incentive Plan.
If the Plan Amendment is not approved,  the Incentive Plan will remain in effect
in its present  form.  The terms of the  Incentive  Plan are  summarized  below.
Capitalized terms used herein will, unless otherwise defined,  have the meanings
assigned to them in the text of the Incentive Plan.

         The Board of Directors  recommends that  shareholders vote FOR the Plan
Amendment.

General

         The Incentive  Plan is intended to promote the interests of the Company
and its shareholders by providing directors,  officers, employees and others who
are  expected  to  contribute  to the success of the  Company  with  appropriate
incentives  and  rewards to  encourage  them to enter into and  continue  in the
employ of the Company  and to acquire a  proprietary  interest in the  long-term
success of the Company  thereby  aligning  their  interest  more  closely to the
interests of the  shareholders.  Persons eligible for grants under the Incentive
Plan include 6 directors,  approximately  1,100  officers and employees that are
not directors and an  indeterminable  number of  consultants  and others who may
contribute to the long-term success of the Company.

         The Incentive Plan is intended to comply with the  requirements of Rule
16b-3  ("Rule  16b-3")  promulgated  under the Exchange  Act. In  addition,  the
Incentive Plan is intended to provide performance-based compensation so as to be
eligible for an exemption  from the deduction  limitations  contained in Section
162(m) of the Internal  Revenue  Code of 1986,  as amended  ("Section  162(m)").
Section  162(m)  denies a deduction by an employer for certain  compensation  in
excess of $1 million per year paid by a publicly  traded  corporation to persons
who would  qualify as the "Named  Officers"  of the  Company in any given  year.
Certain  compensation,   including  compensation  based  on  the  attainment  of
performance   goals,   is  excluded  from,   this  deduction  limit  if  certain
requirements  are met. Among the  requirements  for  compensation to qualify for
this exception is that the material terms pursuant to which the  compensation is
to paid be  disclosed  to and approved by the  shareholders  in a separate  vote
prior  to the  payment.  Accordingly,  if the  Plan  Amendment  is  approved  by
shareholders   and  the  other   conditions  of  Section   162(m)   relating  to
performance-based compensation are satisfied,  compensation paid to persons that
would  qualify as Named  Officers  pursuant  to the  Incentive  Plan will not be
subject to the deduction limit of Section 162(m).

Summary of Terms

         The  Incentive  Plan  presently  authorizes  an  aggregate of 2,500,000
shares of Common Stock that may be subject to awards,  subject to  adjustment as
described  below.  If the Plan  Amendment is  approved,  the number of shares of
Common Stock  authorized  for awards under the  Incentive  Plan will increase to
4,500,000  shares. As of April 3, 2003, there were only 334,153 shares of Common
Stock  available  for  issuance  upon the exercise of awards  granted  under the
Incentive Plan.

         Shares  issued  pursuant to the Incentive  Plan may be  authorized  and
unissued shares,  treasury shares or shares acquired by the Company for purposes
of the  Incentive  Plan.  Generally,  shares  subject  to an award  that  remain
unissued  upon  expiration  or  cancellation  of the award will be available for
other  awards  under the  Incentive  Plan.  The total number of shares of Common
Stock subject to awards (including awards paid in cash but denominated in shares


                                       16


of Common Stock)  granted to any  participant  in the Incentive  Plan during any
taxable  year of the  Company  may not  exceed  200,000.  In the event  that the
Executive  Compensation  Committee of the Board of Directors  (the  "Committee")
determines   that   any   dividend   or   other   distribution,   stock   split,
recapitalization,  reorganization, merger or other similar corporate transaction
or event  affects the Common Stock such that an  adjustment  is  appropriate  in
order to prevent dilution or enlargement of the rights of participants under the
Incentive  Plan,  then  the  Committee  will  make  such  equitable  changes  or
adjustments as it deems  necessary to the aggregate  number of shares  available
under the Incentive Plan, the limit on individual  awards,  the number of shares
subject to each  outstanding  award,  and the exercise price of each outstanding
option or stock appreciation right.

         Awards  under the  Incentive  Plan may be made in the form of (i) stock
options  that  qualify as  incentive  stock  options  under  Section  422 of the
Internal  Revenue Code of 1986, as amended,  (ii) options  other than  incentive
stock options ("non-qualified stock options"),  (iii) stock appreciation rights,
(iv)  restricted  stock,  (v)  phantom  bonuses.  Awards  may be granted to such
directors,  officers,  employees  and  others  expected  to  contribute  to  the
long-term success of the Company and its subsidiaries as the Committee shall, in
its discretion, select.

         The Incentive Plan is administered  by the Committee,  which is, at all
times,  required to consist of two or more  persons  each of whom in an "outside
director"  within  the  meaning of Section  162(m) and a  non-employee  director
within the meaning of Rule  16b-3.  The  Committee  is  authorized,  among other
things,  to construe,  interpret and  implement the  provisions of the Incentive
Plan,  to select the persons to whom awards will be granted,  to  determine  the
terms and conditions of such awards and to make all other determinations  deemed
necessary or advisable for the administration of the Incentive Plan.

Awards Under the Incentive Plan

         Stock Options.  Unless the Committee expressly provides  otherwise,  an
option  granted under the Incentive  Plan will not be  exercisable  prior to one
year after the date of grant and will become exercisable as to 20% of the shares
subject thereto on each of the first through fifth  anniversaries  of the grant.
The Committee determines each option's expiration date; provided;  however, that
no incentive  stock opinion may be exercised  more than ten years after the date
of grant.  The purchase  price per share  payable upon the exercise of an option
(the "option exercise price") is to be established by the Committee,  but may be
no less than the fair  market  value of a share of  Common  Stock on the date of
grant.  The option  exercise  price is payable (i) in cash, by certified  check,
bank cashier's  check or wire  transfer,  (ii) by delivering  instructions  to a
broker to deliver promptly to the Company the amount of sale or loan proceeds to
pay the full amount of the Purchase Price,  (iii) by delivering shares of Common
Stock owned by the participant with appropriate  stock powers,  (iv) by electing
to have the Company  retain  shares of Common  Stock which  would  otherwise  be
issued on the exercise of the Option, (v) any combination of the foregoing forms
or (vi) by such other payment method as the Committee may prescribe.

         Stock Appreciation  Rights. Stock appreciation rights may be granted in
connection  with all or any part of, or  independently  of, any  option  granted
under the Incentive Plan. A stock  appreciation  right granted  independently of
any option  will be subject to the same  vesting  rules as  described  above for
options.  A stock  appreciation  right  granted in tandem with any stock options
will be  exercisable  only when and to the extent the option to which it relates
is  exercisable.  The  grantee  of a stock  appreciation  right has the right to
surrender the stock appreciation right and receive from the Company, in cash, an
amount  equal to the excess of the fair market  value of a share of Common Stock
over the exercise price of the stock appreciation right for each share of Common
Stock in respect of which such stock appreciation right is being exercised.

                                       17


         Restricted  Stock. The Committee may grant restricted  shares of Common
Stock to such persons, in such amounts, and subject to such terms and conditions
(including the attainment of performance  goals) as the Committee  determines in
its discretion.  Awards of Restricted Stock granted to executive officers of the
Company must be contingent  on the  attainment by the Company or a subsidiary of
the Company, if applicable of one or more pre-established performance goals (the
"Performance Goals") established by the Committee.  The Performance Goals may be
based on the attainment by the Company (and/or its subsidiaries,  if applicable)
of any one or more of the following criteria:  (i) a specified percentage return
on total stockholder equity of the Company; (ii) a specified percentage increase
in  earnings  per share of Common  Stock from  continuing  operations  of Common
Stock; (iii) a specified  percentage increase in net income of the Company;  and
(iv) a specified percentage increase in profit before taxation of the Company.

         Phantom Stock.  The Committee may grant shares of phantom stock to such
persons,  in such amounts,  and subject to such terms and conditions  (including
the attainment of  performance  goals) as the Committee  shall  determine in its
discretion.  If the requirements specified by the Committee are met, the grantee
of such an award will receive a cash payment equal to the fair market value of a
number of shares of Common Stock equal to the number of shares of phantom  stock
covered by the award plus the dividends that would have been paid on such shares
had they actually been  outstanding  shares of Common Stock  following the grant
date. Awards of phantom stock granted to executive  officers of the Company must
be contingent  on the  attainment by the Company or a subsidiary of the Company,
if applicable, of any one or more of the Performance Goals noted above.

         Stock Bonus.  The Committee  may grant  bonuses  comprised of shares of
Common Stock free of  restrictions  to such  persons,  in such  amounts,  as the
Committee shall determine in its discretion. No Executive Officer is eligible to
receive a Stock Bonus under the Incentive Plan unless a prior  determination  of
eligibility is made by the Committee.

         The Board may  suspend,  discontinue,  revise,  terminate  or amend the
Incentive Plan at any time; provided, however, that shareholder approval must be
obtained  if and to the extent that the Board  deems it  appropriate  to satisfy
Section 162(m). In the event of a Change in Control, all outstanding awards will
become fully vested and/or immediately exercisable.

Plan Benefits

         Inasmuch as awards under the Incentive Plan will be granted at the sole
discretion of the Committee and performance  goal criteria may vary from year to
year and from  participant to participant,  the Company cannot now determine the
exact number of incentive  stock options,  non-qualified  stock  options,  stock
appreciation  rights,  restricted  stock,  phantom stock and stock bonuses to be
granted in the future to each of the Named  Officers,  to all current  executive
officers as a group, to all non-executive officer directors as a group or to all
non-executive  officer  employees as a group. See "Officer  Compensation-Options
Granted in Last Fiscal Year" above for the number of options  granted  under the
Incentive Plan to the Named Officers in the year ended December 31, 2002. During
the year ended December 2002,  options to purchase 30,000 shares of Common Stock
were granted to all current officers as a group.

                                       18


Equity Compensation Plan Information

         Set forth  below is certain  information  about the number of shares of
Common Stock subject to options,  warrants and other rights granted, or that may
be granted, under the Company's compensation plans as of December 31, 2002.



                                    Equity Compensation Plan Information
                                                                                                Number of
                                                                                           securities remaining
                                                                                           available for future
                             Number of                                                        issuance under
                         securities to be                                                  equity  compensation
                       issued upon exercise                                                  plans (excluding
                          of outstanding                 Weighted-average                       securities
                         options, warrants             outstanding options,                      reflected
Plan category               and rights                  warrants and rights                      in column (a))
-------------        -----------------------       -----------------------------        ---------------------------
                               (a)                             (b)                                  (c)
                                                                                    
Equity
Compensation
Plans approved by
Security holders           2,071,070                          $7.04                          1,165,755 (1)(2)
                     -----------------------       -----------------------------        ---------------------------


Equity
Compensation
Plans not approved
By security holders          242,908 (3)                      $3.90                               0
                     -----------------------       -----------------------------        ---------------------------
Total                      2,313,978                          $5.86                          1,165,755 (1)(2)
                     -----------------------       -----------------------------        ---------------------------


(1)   On February 6, 2003, the Company  granted  499,755  options,  reducing the
      number of options available under the Incentive Plan to 334,153.

(2)   Includes  331,847  shares  available  to be  issued  under  the  Company's
      Employee Stock Purchase Plans.

(3)   On January 13, 2003, all the warrants were exercised and 242,908 shares of
      Common Stock were issued.













                                       19


              PROPOSAL NO. 4 - RATIFICATION OF SELECTION OF AUDITOR

         The Audit  Committee  has  recommended,  and the Board of Directors has
selected,  the firm of  Deloitte  & Touche  LLP,  independent  certified  public
accountants,  to audit the  financial  statements  of the Company for the fiscal
year  ending  December  31,  2003,  subject  to  ratification  by the  Company's
shareholders.  Deloitte & Touche LLP has acted as  independent  auditor  for the
Company  since  1987.  The  Board  of  Directors  anticipates  that  one or more
representatives  of Deloitte & Touche LLP will be present at the Annual  Meeting
and will have an  opportunity  to make a statement if they so desire and will be
available to respond to appropriate questions.

         The  Board  of  Directors   recommends  that   shareholders   vote  FOR
ratification   of  the  appointment  of  Deloitte  &  Touche  as  the  Company's
independent auditor.

Audit Fees

         The aggregate fees billed by Deloitte & Touche LLP, the member firms of
Deloitte  Touche  Tohmatsu,  and  their  respective  affiliates   (collectively,
"Deloitte") for  professional  services  rendered for the audit of the Company's
annual  financial  statements  for the year ended December 31, 2002, and for the
review of the financial  statements  included in the Company's Quarterly Reports
on Form 10-Q for that fiscal year were approximately $125,000.

Financial Information Systems Design and Implementation Fees

         There were no services  provided by Deloitte for professional  services
rendered for information  technology services relating to financial  information
systems design and implementation for the fiscal year ended December 31, 2002.

All Other Fees

         The aggregate fees billed by Deloitte for all other non-audit services,
for the fiscal year ended December 31, 2002, were approximately $96,000.

         The Audit  Committee has considered  whether the provision of non-audit
services is compatible with maintaining the principal accountant's  independence
and has concluded that it is compatible.

                                  OTHER MATTERS

         As of the date of this Proxy Statement, the Board of Directors knows of
no other matters to be presented for action at the Annual Meeting.  If, however,
any further business should properly come before the Annual Meeting, the persons
named  as  proxies  in the  accompanying  form  will  vote on such  business  in
accordance with their best judgment.


                            PROPOSALS OF SHAREHOLDERS

         In  order  to be  included  in the  proxy  statement  and form of proxy
relating to the Company's  annual  meeting of  shareholders  to be held in 2004,
proposals  which  shareholders  intend  to  present  at the  Annual  Meeting  of
Shareholders  to be held in  calendar  year  2004  must be  received  by Kent W.
Stanger, Chief Financial Officer, Secretary and Treasurer of the Company, at the
Company's executive offices (1600 West Merit Parkway,  South Jordan, Utah 84095)
no later than December 31, 2003. Pursuant to rules adopted by the Commission, if
a shareholder  intends to propose any matter for a vote at the Company's  annual
meeting  of  shareholders  to be held in the 2004  calendar  year,  but fails to
notify  the  Company of such  intention  prior to March 15,  2004,  then a proxy
solicited  by the  Board  of  Directors  may be  voted  on  such  matter  in the
discretion  of the proxy holder,  without  discussion of the matter in the proxy
statement  soliciting such proxy and without such matter appearing as a separate
item on the proxy card.

                             ADDITIONAL INFORMATION

         The Company will provide without charge to any person from whom a proxy
is solicited by the Board of Directors, upon the written request of such person,
a copy of the Company's 2002 Annual Report on Form 10-K, including the financial
statements and schedules thereto (as well as exhibits  thereto,  if specifically
requested),  required to be filed with the Commission. Written requests for such
information  should be directed to Kent W.  Stanger,  Chief  Financial  Officer,
Secretary and Treasurer of the Company, at the address on the first page hereof.

                                       20



                                      PROXY

                           MERIT MEDICAL SYSTEMS, INC.
                             1600 West Merit Parkway
                            South Jordan, Utah 84095


           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned  hereby appoints Fred P.  Lampropoulos and Kent W. Stanger,
and each of them,  as  proxies,  with full  power of  substitution,  and  hereby
authorizes  them to represent and vote, as designated  below,  all shares of the
Common Stock of Merit Medical Systems, Inc., a Utah corporation (the "Company"),
held of record by the  undersigned  on April 18, 2003, at the Annual  Meeting of
Shareholders  (the "Annual Meeting") to be held at the offices of the Company on
May 22, 2003, at 3:00 P.M.  local time, or at any  adjournment  or  postponement
thereof,  upon the matters set forth below,  all in accordance  with and as more
fully described in the accompanying Notice of Annual Meeting of Shareholders and
Proxy Statement, receipt of which is hereby acknowledged.

1.    Election  of Two  Directors,  each to serve  for a term of three  years or
      until his successor shall have been duly elected and qualified.

    [ ]       FOR all nominees listed below (except as marked to the contrary).
    [ ]       WITHHOLD AUTHORITY to vote for all nominees listed below.
              (INSTRUCTION:  To withhold  authority  to vote for any  individual
              nominee, strike a  line through the  nominee's named  in  the list
              below.)

              FRED P. LAMPROPOULOS      KENT W. STANGER

2.   The amendment of the Articles of  Incorporation  of the Company  increasing
     the number of  authorized  shares of common  stock of the  Company  from 20
     million shares to 50 million shares.
              [ ]  FOR             [ ]  AGAINST           [ ]  ABSTAIN

3.   The  amendment  to the Merit  Medical  Systems,  inc.  1999  Omnibus  Stock
     Incentive  Plan to  increase  the  number of shares of common  stock of the
     Company  available for issuance  upon the exercise of awards  granted under
     such plan from 2,500,000 shares to 4,500,000 shares.
              [ ]  FOR             [ ]  AGAINST           [ ]  ABSTAIN

4.    The  proposal to ratify the appointment  of  Deloitte  & Touche LLP as the
      independent auditor of the Company.

              [ ]  FOR             [ ]  AGAINST           [ ]  ABSTAIN

5.    In  their  discretion,  the  proxies  are  authorized  to vote on  matters
      incident to the conduct of the Annual Meeting and upon such other business
      as may properly come before the shareholders at the Annual Meeting.

THIS PROXY, WHEN PROPERLY EXECUTED,  WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE  UNDERSIGNED  SHAREHOLDER.  IF NO DIRECTION  IS MADE,  THIS PROXY WILL BE
VOTED FOR THE ELECTION OF EACH OF THE TWO DIRECTOR  NOMINEES,  FOR THE AMENDMENT
TO THE ARTICLES OF INCORPORATION  INCREASING THE NUMBER OF AUTHORIZED  SHARES OF
COMMON STOCK, FOR THE AMENDMENT TO THE MERIT MEDICAL SYSTEMS,  INC. 1999 OMNIBUS
STOCK  INCENTIVE PLAN  INCREASING THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE
FOR  ISSUANCE  UPON THE  EXERCISE  OF AWARDS  GRANTED  UNDER SUCH PLAN,  FOR THE
RATIFICATION  OF THE  APPOINTMENT  OF DELOITTE & TOUCHE LLP TO BE THE  COMPANY'S
INDEPENDENT  AUDITOR FOR THE FISCAL YEAR ENDING  DECEMBER 31, 2003,  AND  IN THE
DISCRETION  OF THE  PROXIES,  OR EITHER OF THEM,  ON ANY OTHER  MATTER  THAT MAY
PROPERLY COME BEFORE THE SHAREHOLDERS AT THE ANNUAL MEETING.

     Please  complete,  sign and date this proxy where  indicated  and return it
promptly in the accompanying prepaid envelope.


DATED:                            2003
       --------------------------       ----------------------------------------
                                            Signature


                                        ----------------------------------------
                                            Signature if held jointly



     (Please sign above as the shares are issued.  When shares are held by joint
tenants,  both should sign. When signing as attorney,  executor,  administrator,
trustee or guardian,  please give full title as such. If a  corporation,  please
sign in full  corporate  name by president  or other  authorized  officer.  If a
partnership, please sign in partnership name by authorized person.)

                                       21


--------------------------------------------------------------------------------
                                   Appendix A
--------------------------------------------------------------------------------
                           Form of Articles Amendment
--------------------------------------------------------------------------------

                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                           MERIT MEDICAL SYSTEMS, INC.

                                  May 22, 2003

In accordance with Section 16-10a-1006 of the Utah Revised Business  Corporation
Act  (the  "Act"),  MERIT  MEDICAL  SYSTEMS,   INC.,  a  Utah  corporation  (the
"Corporation"), hereby declares and certifies as follows:

1.    The name of the Corporation is MERIT MEDICAL SYSTEMS, INC.

2.    The first full paragraph of Article IV of the Articles of Incorporation of
      the  Corporation  shall be amended and replaced in its entirety as follows
      (the "Amendment"):

      The total number of shares of capital  stock which the  corporation  shall
      have the authority to issue is fifty-five million  (55,000,000),  of which
      five million  (5,000,000) shall be shares of preferred stock, no par value
      (hereinafter  called  "Preferred  Stock") and fifty  million  (50,000,000)
      shall be shares of common stock, no par value (hereinafter  called "Common
      Stock").

3.    The  Amendment  does not provide  for an  exchange,  reclassification,  or
      cancellation of issued shares.

4.    The  Amendment  was  adopted  as of May 22,  2003 in  accordance  with the
      provisions of the Act.

5.    The designation, number of outstanding shares, number of votes entitled to
      be cast,  number of shares  indisputably  representing  at the  meeting at
      which the  Amendment  was  considered,  and the total number of votes cast
      for, and against,  the Amendment by the sole voting group entitled to vote
      on the Amendment were as follows:



==========================================================================================================================
 Designation, Number of Outstanding Shares and     Number of Votes       Number of Votes Cast     Number of Votes Cast
                Number of Votes                      Indisputably         For the Amendment     Against the Amendment or
    Entitled to be Cast by Sole Voting Group      Represented at the                             Abstaining From Voting
       Entitled to Vote on the Amendment               Meeting
--------------------------------------------------------------------------------------------------------------------------

                                                                                             
          [___]shares of Common Stock                   [____]                  [____]                   [____]
==========================================================================================================================



The number of votes cast for the Amendment was sufficient for approval.

IN WITNESS  WHEREOF,  these  Articles  of  Amendment  have been  executed by the
Corporation as of the date first written above.

MERIT MEDICAL SYSTEMS, INC.,
a Utah corporation

By:______________________________

Its:______________________________

                                 MAILING ADDRESS
                                 ---------------

If,  upon  completion  of filing of the above  Articles of  Amendment,  the Utah
Division  of  Corporations  and  Commercial  Code  elects  to send a copy of the
Articles of Amendment to the  Corporation by mail, the address to which the copy
should be mailed is:

                           Merit Medical Systems, Inc.
                               1600 Merit Parkway
                            South Jordan, Utah 84095
                              Attn: Kent W. Stanger



                                       22