MARQUETTE ELECTRONICS INC
8-K, 1997-02-11
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                             _______________________

                                    FORM 8-K


                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                             _______________________


               Date of Report
               (Date of earliest
               event reported):    February 10, 1997


                         Marquette Medical Systems, Inc.             
             (Exact name of registrant as specified in its charter)


     Wisconsin                       0-18724                   39-0146671    
   (State or other              (Commission File              (IRS Employer  
   jurisdiction of                   Number)              Identification No.)
   incorporation)


               8200 West Tower Avenue, Milwaukee, Wisconsin 53223   
           (Address of principal executive offices including zip code)


                                 (414) 355-5000          
                         (Registrant's telephone number)


                                       N/A                                
             (Former name or address, if changed since last report)

   <PAGE>

   Item 5.  Other Events.

               On February 10, 1997, Marquette Medical Systems, Inc. (the
   "Company") issued a press release announcing the results of its third
   fiscal quarter and for the nine months ended January 31, 1997.

   Item 7(c).  Exhibits.

               1.   Press release dated February 10, 1997, issued by the
   Company.

   <PAGE>
                                    SIGNATURE

               Pursuant to the requirements of the Securities Exchange Act of
   1934, the registrant has duly caused this report to be signed on its
   behalf by the undersigned, thereunto duly authorized.

                                   MARQUETTE MEDICAL SYSTEMS, INC.


                                   By:  /s/ Timothy C. Mickelson             
                                        Timothy C. Mickelson, President

   DATED:  February 11, 1997

   <PAGE>

                                  EXHIBIT INDEX


    Exhibit No. (as assigned
    under Item 601(a)-Reg SK)                   Exhibit

               99              Press Release dated February 10, 1997,
                               issued by the Company


                                                                   EXHIBIT 99

   NEWS RELEASE

                         MARQUETTE MEDICAL SYSTEMS, INC.
                         REPORTS THIRD QUARTER EARNINGS
                               OF $0.37 PER SHARE

   Milwaukee, Wisconsin, February 10, 1997 - Marquette Medical Systems, Inc.
   today reported net income of $5.9 million, or $0.37 per share, for the
   third quarter ended January 31, 1997.  This compares with a net loss of
   $30.7 million, or $1.89 per share, in the prior year's third quarter. 
   Last year's loss was attributable to a one-time charge of $35.7 million
   related to the write-off of purchased research and development in-process
   related to the E for M Corporation, an international medical equipment,
   software and supplies company serving patient monitoring and cardiology,
   which was acquired on January 1, 1996.  Excluding this charge, the net
   income in the prior year's quarter was $5.0 million, or $0.31 per share. 
   Net income for the nine-month period ended January 31, 1997 was $14.4
   million, or $0.89 per share.  This compares with a net loss of $25.6
   million in the same period last year.  Exclusive of the previously
   mentioned one-time charge, the net income for last year's nine-month
   period was $10.1 million, or $0.62 per share.

   Net sales for the third quarter were $137.7 million, an increase of 24.8%
   from net sales of $110.3 million in last year's quarter.  Net sales for
   the nine-month period increased 44.7% to $399.4 million from $275.9
   million last year.  All product lines achieved significant growth over
   last year.  The growth is mainly attributable to an expanded product line
   and to the improved distribution gained in the E for M acquisition.

                                      more
   Third Quarter Earnings - page 2

   Gross profit for the quarter was $67.5 million, an increase of $13.9
   million from last year.  For the nine-month period, gross profit increased
   to $194.2 million from $136.1 million last year.  In addition, the Company
   increased its gross margins to 49.0% for the quarter from 48.6% for last
   year's quarter.  This increase is attributable to more efficient
   utilization of capacity at the Company's manufacturing facilities and the
   continued benefits associated with the integration of E for M operations
   into Marquette's operations.

   Operating income increased to $10.6 million for the quarter from $9.6
   million for last year's third quarter, excluding the one-time charge
   recorded last year.  For the nine-month period, operating income increased
   49.4% to $27.4 million from $18.3 million last year, excluding the one-
   time charge recorded last year.

   "We continue to experience a strong incoming order rate for all divisions. 
   We attribute the strong orders to both added depth of our product line
   from the introduction of products at lower price points, and development
   of products for use in new care areas.  In addition, we are continuing to
   expand our global presence in order to capitalize on the increasing
   international demand for health care technology." said Timothy C.
   Mickelson, President.

   Milwaukee-based Marquette Medical Systems (Nasdaq: MARQA) is a leading
   manufacturer of medical equipment and systems for diagnostic cardiology,
   patient monitoring and integration of clinical information.  Additional
   information is available at the Company's website, http://www.mei.com.

                                       ###

   FOR FURTHER INFORMATION CONTACT:

        Timothy C. Mickelson               Mary M. Kabacinski
        President                          Chief Financial Officer 
        Marquette Medical Systems, Inc.    Marquette Medical Systems, Inc.
        (414) 355-5000                     (414) 355-5000

   <PAGE>
                         MARQUETTE MEDICAL SYSTEMS, INC.
                       CONSOLIDATED FINANCIAL INFORMATION
                                UNAUDITED (000's)

                                 Three Months Ended       Nine Months Ended
                                    January 31               January 31
                                  1997        1996        1997       1996  

   Net sales                    $137,714    $110,309    $399,416   $275,946

   Gross profit                 $ 67,480    $ 53,578    $194,175   $136,062

   Operating income             $ 10,592    $(26,114)   $ 27,374   $(17,372)

   Net Income                   $  5,898    $(30,665)   $ 14,384   $(25,642)

   Per Class A Common Share:

   Net Income                   $    .37    $  (1.89)   $    .89   $  (1.58)

   Shares used in per
     share calculation            16,121      16,255      16,252     16,238

   <PAGE>
                         MARQUETTE MEDICAL SYSTEMS, INC.
                       CONSOLIDATED FINANCIAL INFORMATION
                                UNAUDITED (000's)

                                    Three Months Ended    Nine Months Ended
                                        January 31          January 31
                                     1997       1996      1997       1996 

   Net Sales                       $137,714   $110,309  $399,416   $275,946 

   Cost of Sales                     70,234     56,731   205,241    139,884 
                                   --------   --------  --------   --------
     Gross profit                    67,480     53,578   194,175    136,062 
                                   --------   --------  --------   --------
   Engineering Expenses              12,180      8,961    35,967     25,142 

   Selling Expenses                  33,003     26,798    97,246     70,832 

   General and Administrative 
     Expenses                        11,705      8,233    33,588     21,760 

   Purchased In-Process R&D Charge       --     35,700        --     35,700 
                                   --------   --------  --------   --------
     Total operating expenses        56,888     79,692   166,801    153,434 
                                   --------   --------  --------   --------
     Income (loss) from operations   10,592    (26,114)   27,374    (17,372)

   Interest Expense                   2,480      1,239     6,669      2,474 

   Other Income, net                 (1,192)        54    (2,310)      (473)
                                   --------   --------  --------   --------
     Income (loss) before provision
       for income taxes               9,304    (27,407)   23,015    (19,373)

   Provision for Income Taxes         3,406      3,258     8,631      6,269 
                                   --------   --------  --------   --------

   Net  Income (Loss)              $  5,898  $ (30,665) $ 14,384  $ (25,642)
                                   ========  =========  ========  =========
   Net Income per Class A
     Common Share                  $    .37  $   (1.89) $    .89  $   (1.58)
                                   ========  =========  ========  =========
   Shares used in per 
     share calculation               16,121     16,255    16,252     16,238
                                   ========  =========  ========  =========



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