RESMED INC
10-Q, 1996-11-12
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549



                                  FORM 10-Q

[  X  ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE  ACT  OF  1934  FOR  THE  QUARTERLY  PERIOD  ENDED SEPTEMBER 30, 1996

[          ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSACTION PERIOD FROM ___________ TO
_____________

                       Commission file number: 0-26038


                                 ResMed Inc.
            (Exact name of registrant as specified in its charter)


  Delaware                                      98-0152841
(State  or  other  jurisdiction  of          (I.R.S  Employer
incorporation  or  organization)          Identification  No.)



                        5744 Pacific Center Boulevard
                                  Suite 311
                             San Diego  CA  92121
                           United States Of America
                   (Address of principal executive offices)

                                 619 622 2040
             (Registrant's telephone number including area code)


Indicate  by  check  mark  whether  the  registrant  (1) has filed all reports
required  to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or for such shorter period that the
registrant  was  required  to  file such reports), and (2) has been subject to
such  filing  requirements  for  the  past  90  days.  Yes __X___  No ______

As  of  September 30, 1996, 7,183,276 shares of Common Stock($0.004 par value)
were  outstanding.

<PAGE>

                                    INDEX
<TABLE>
<CAPTION>

PART  I    FINANCIAL  INFORMATION


<S>     <C>                                                    <C>

                                                               Page

Item 1  Financial Statements
        Condensed Consolidated Balance Sheets as of September     3
        30, 1996 (unaudited) and June 30, 1996

        Condensed Consolidated Statements of Income               4
        (unaudited) for Three Months Ended September 30, 1996
        and 1995

        Condensed Consolidated Statements of Cash Flows           5
        (unaudited) for the Three Months Ended September 30,
        1996 and 1995

        Notes to Condensed Consolidated Financial Statements      6

Item 2  Management's Discussion and Analysis of Financial        11
        Condition and Results of Operations
</TABLE>


<TABLE>
<CAPTION>

PART  II  OTHER  INFORMATION


<S>         <C>                                                  <C>

Item 1      Legal Proceedings                                    13

Item 2      Changes in Securities                                13

Item 3      Defaults Upon Senior Securities                      13

Item 4      Submission of Matters to a Vote of Security Holders  13

Item 5      Other Information                                    13

Item 6      Exhibits and Reports on Form 8-K                     13

SIGNATURES                                                       14
</TABLE>

- -2-
<PAGE>


                      PART I.     FINANCIAL INFORMATION

Item  1.          Financial  Statements
                         RESMED INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>

                           Condensed Consolidated Balance Sheets
                         (in US$ thousands, except per share data)


<S>                                                            <C>              <C>

                                                               September 30,    June 30,
                                                               ---------------  ------------
                                                                          1996          1996
                                                               ---------------  ------------
Assets                                                             (unaudited)
Current assets:
Cash and cash equivalents                                      $         6,455         5,510
Marketable securities - available for sale                              18,204        18,021
Accounts receivable, net of allowance of $175 at September
30, 1996 and $175 at June 30, 1996                                       6,681         6,252
Government grants                                                          810           915
Inventories                                                              6,148         6,134
Prepaid expenses and other current assets                                1,757         1,014
                                                                  ____________  ____________
Total current assets                                                    40,055        37,846

Property, plant and equipment, net                                       3,570         3,284
Patents, net of accumulated amortization of $279 at September
30,1996 and $260 at June 30, 1996                                          221           217
Deferred income taxes                                                       26            27
Goodwill, net                                                            4,248         4,309
Other assets                                                             2,061         1,263
                                                                  ____________  ____________
Total assets                                                   $        50,181        46,946
                                                                  ============  ============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable                                               $         2,522         2,421
Accrued expenses                                                         3,533         2,815
Income taxes payable                                                     2,247         1,857
Current portion of capital lease obligation                                 13             -
Current portion of long-term debt                                          290           289
                                                                  ____________  ____________
Total current liabilities                                                8,605         7,382

Long-term debt, less current portion                                       580           578
Capital lease obligation, less current portion                               6             -
                                                                  ____________  ____________
Total liabilities                                                        9,191         7,960
                                                                  ____________  ____________
Stockholders' equity:
Preferred stock, $0.01 par value, 2,000,000 shares
authorized; none issued                                                      -             -
Common Stock $0.004 par value; 15,000,000 shares
authorized; issued and outstanding 7,183,276 at September
30, 1996 and 7,172,408 at June 30, 1996                                     29            29
Additional paid-in capital                                              29,506        29,407
Retained Earnings                                                       10,943         9,103
Currency translation adjustment                                            512           447
                                                                  ____________  ____________
                                                                        40,990        38,986
Commitments and contingencies                                     ____________  ____________
                                                               $        50,181        46,946
                                                                  ============  ============
<FN>

       See the accompanying notes to the condensed consolidated financial statements.
</TABLE>


- -3-
<PAGE>
                         RESMED INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>

                   Condensed Consolidated Statements of Income (Unaudited)
                     (in US$ thousands, except share and per share data)


                                                                        Three Months Ended
                                                                           September 30,
                                                                       -------------------- 
<S>                                                       <C>                   <C>
                                                                         1996            1995 
                                                          --------------------  --------------

Net revenues                                              $            11,141           6,703 
Cost of sales                                                           4,850           3,212 
                                                                 ____________    ____________ 
Gross profit                                                            6,291           3,491 
                                                                 ____________    ____________ 

Operating expenses
Selling, general and administrative expenses                            3,922           2,130 
Research and development expenses                                         791             680 
                                                                 ____________    ____________ 
Total operating expenses                                                4,713           2,810 
                                                                 ____________    ____________ 
Income from operations                                                  1,578             681 
                                                                 ____________    ____________ 

Other income, net:
Interest income, net                                                      243             257 
Government grants                                                          89             135 
Other income, net                                                         796             150 
                                                                 ____________    ____________ 
Total other income, net                                                 1,128             542 
                                                                 ____________    ____________ 

Income before income taxes                                              2,706           1,223 
Income taxes                                                             (866)           (343)
                                                                 ____________    ____________ 
Net income                                                $             1,840             880 
                                                                 ============    ============

Net income per common and common equivalent share:
Primary                                                   $              0.25   $        0.12 
Assuming full dilution                                    $              0.25   $        0.12 

Weighted average shares per common and common equivalent
share, outstanding:
Primary                                                             7,296,475       7,150,838 
Assuming full dilution                                              7,334,845       7,188,459 



<FN>

        See the accompanying notes to the condensed consolidated financial statements.
</TABLE>


- -4-
<PAGE>
                         RESMED INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>

                     Condensed Consolidated Statements of Cash Flows (Unaudited)
                                          (in US$ thousands)


                                                                             Three Months Ended
                                                                                September 30,
                                                                             --------------------   
<S>                                                                <C>                   <C>

                                                                                  1996           1995 
                                                                   --------------------  -------------

Cash flows from operating activities:
Net income                                                         $             1,840            880 

Adjustment to reconcile net income to net cash provided by/(used)
in operating activities:
Depreciation and amortization                                                      517            135 
Provision for service warranties                                                    16             17 
Deferred income taxes                                                                1            343 
Foreign currency options                                                          (717)           (22)
Changes in operating assets and liabilities:
Accounts receivable, net                                                          (352)          (621)
Government grants                                                                  109            250 
Inventories                                                                          6         (1,488)
Prepaid expenses and other current assets                                         (741)            14 
Accounts payable, accrued expenses and other liabilities                         1,104           (696)
                                                                          ____________   ____________ 
Net cash provided by/(used) in operating activities                              1,783         (1,188)
                                                                          ____________   ____________ 
Cash flows used in investing activities:
Purchases of property, plant and equipment                                        (668)          (229)
Purchases of patents                                                               (23)            (4)
Purchase of non-trading investments                                                  -           (329)
Loans receivable                                                                   (75)             - 
Purchases of marketable securities - available for sale                        (11,301)       (19,660)
Proceeds from sale of marketable securities - available for sale                11,118         15,791 
                                                                          ____________   ____________ 
Net cash used in investing activities                                             (949)        (4,431)
                                                                          ____________   ____________ 
Cash flows from financing activities - proceeds from issuance of
common stock                                                                        99          4,690 
                                                                          ____________   ____________ 
Effect of exchange rate changes on cash                                             12            122 
                                                                          ____________   ____________ 
Net increase (decrease) in cash and cash equivalents                               945           (807)
                                                                          ____________   ____________ 
Cash and cash equivalents at beginning of period                                 5,510          3,256 
                                                                          ____________   ____________ 
Cash and cash equivalents at end of period                         $             6,455          2,449 
                                                                          ============   ============ 
Supplemental disclosure of cash flow information:
Income taxes paid                                                                  279            437 
Interest paid                                                                        -              - 

<FN>

The Company entered into a capital lease obligation for computer equipment of $19,000 during the three
months  September  30,  1996

            See the accompanying notes to the condensed consolidated financial statements.
</TABLE>

- -5-
<PAGE>

                         RESMED INC. AND SUBSIDIARIES

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

(1)          Organization  and  Basis  of  Presentation

     ResMed Inc. (the Company), is a Delaware corporation formed in March 1994
as  a  holding  company for ResCare Holdings Ltd. (RHL), a company resident in
Australia.    RHL designs, manufactures and markets devices for the evaluation
and  treatment  of  sleep  disordered  breathing,  primarily obstructive sleep
apnea.    The  Company's  principal  manufacturing  operations  are located in
Australia.    Other  principal distribution and sales sites are located in the
United  States,  the  United  Kingdom  and  Europe.

     The  accompanying  unaudited  consolidated financial statements have been
prepared  in  accordance  with  generally  accepted  accounting principles for
interim  financial  information  and  with  the  instructions to Form 10-Q and
Article  10  of  Regulation  S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for  complete  financial  statements.    In  the  opinion  of  management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a  fair  presentation  have  been  included.   Operating results for the three
months  ended September 30, 1996 are not necessarily indicative of the results
that  may  be  expected  for  the  year  ended  June  30,  1997.

(2)          Summary  of  Significant  Accounting  Policies

(a)          Basis  of  Consolidation:

     The consolidated financial statements include the accounts of the Company
and  its wholly owned subsidiaries.  All significant intercompany transactions
and  balances  have  been  eliminated  in  consolidation.

(b)          Revenue  Recognition:

     Revenue  on  product  sales is recorded at the time of shipment.  Royalty
revenue  from  license  agreements  is  recorded  when  earned.

(c)          Cash  and  Cash  Equivalents:

     Cash  equivalents  include certificates of deposit, commercial paper, and
other  highly  liquid  investments stated at cost, which approximates market. 
Investments  with  original maturities of 90 days or less are considered to be
cash  equivalents  for  purposes of the consolidated statements of cash flows.

(d)          Inventories:

     Inventories  are  stated  at the lower of cost, determined principally by
the  first-in,  first-out  method,  or  net  realizable  value.

- -6-
<PAGE>
                         RESMED INC. AND SUBSIDIARIES

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

(2)          Summary  of  Significant  Accounting  Policies,  Continued

(e)          Property,  Plant    and  Equipment:

     Property,  plant and equipment is recorded at cost.  Depreciation expense
is  computed using the straight-line method over the estimated useful lives of
the  assets,  generally two to 10 years.  Assets held under capital leases are
recorded  at  the lower of the net present value of the minimum lease payments
or  the  fair  value  of  the  leased  asset  at  the inception of the lease. 
Amortization  expense  is  computed  using  the  straight-line method over the
shorter  of  the  estimated  useful  lives  of the assets or the period of the
related lease.  Straight-line and accelerated methods of depreciation are used
for tax purposes.  Maintenance and repairs are charged to expense as incurred.

(f)          Patents:

     The registration costs for new patents are capitalized and amortized over
the  estimated  useful life of the patent, generally five years.  In the event
of  a  patent  being  superseded,  the  unamortized  costs  are  written  off
immediately.

(g)          Government  Grants:

     Government  grants  revenue  is recognized when earned.  Grants have been
obtained  by  the  Company  from  the Australian Federal Government to support
continued  development and export of the Company's proprietary positive airway
pressure  technology  and  to  June  30, 1996, to assist development of export
markets.    Grants  of  $89,000 and 135,000 have been recognized for the three
month  period  ended  September 30, 1996 and September 30, 1995, respectively.

(h)          Foreign  Currency:

     The  consolidated  financial  statements  of  the  Company's  non-U.S.
subsidiaries  are  translated  into  U.S.  dollars  for  financial  reporting
purposes.  Assets  and  liabilities  of non-U.S. subsidiaries whose functional
currencies  are  other  than  the  U.S.  dollar  are  translated at period end
exchange  rates,  revenue  and  expense transactions are translated at average
exchange rates for the period. Cumulative translation effects are reflected in
stockholders'  equity.  Gains and losses on transactions, denominated in other
than  the  functional  currency  of  the  entity, are reflected in operations.

(i)          Research  and  Development:

     All  research  and development costs are expensed in the period incurred.

(j)          Net  Income  per  Common  and  Common  Equivalent  Share:

     Primary  net income per common and common equivalent share and net income
per  common  and  common  equivalent share assuming full dilution are computed
using  the  weighted  average  number  of shares outstanding, adjusted for the
incremental  shares attributed to outstanding options to purchase common stock
as  determined  under  the  treasury  stock  method.

- -7-
<PAGE>
                         RESMED INC. AND SUBSIDIARIES

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

(2)          Summary  of  Significant  Accounting  Policies,  Continued

(k)          Financial  Instruments:

     The  carrying  value  of  financial  instruments,  such  as cash and cash
equivalents,  marketable securities - available for sale, accounts receivable,
government  grants,  foreign  currency  option contracts, accounts payable and
long-term  debt  approximate  their  fair value.  The Company does not hold or
issue  financial  instruments  for  trading  purposes.

     The  following  table  presents  the  carrying amounts and estimated fair
values  of  the Company's financial instruments at September 30, 1996 and June
30, 1996.  The Fair Value of Financial Instruments is defined as the amount at
which  the  instrument  could  be  exchanged  in a current transaction between
willing  parties.
<TABLE>
<CAPTION>



                                 September 30, 1996            June 30, 1996
                                -------------------          ---------------- 
<S>                           <C>            <C>             <C>          <C>
                               Carrying         Fair           Carrying      Fair
                                Amount          Value           Amount       Value
                              ----------     ----------      ----------     ----------
(US$ in thousands)
Financial assets
Cash and cash equivalents     $   6,455         6,455          5,510        5,510
Marketable securities -
 available for sale              18,204        18,204         18,021       18,021
Accounts receivable, net          6,681         6,681          6,252        6,252
Government grants                   810           810            915          915
Other assets                      2,061         2,061          1,263        1,263
Financial liabilities
Accounts payable                  2,522         2,522          2,421        2,421
Long - term debt                    870           870            867          867

</TABLE>


     The  carrying amounts shown in the table are included in the statement of
financial  position  under  the  indicated  captions.

(l)          Foreign  Exchange  Risk  Management:

     The  Company  enters  into various types of foreign exchange contracts in
managing its foreign exchange risk, including derivative financial instruments
encompassing  forward  exchange  contracts  and  foreign  currency  options.

     The  purpose  of  the Company's foreign currency hedging activities is to
protect  the  Company  from adverse exchange rate fluctuations with respect to
net  cash  movements resulting from the sales of products to foreign customers
and  Australian  manufacturing  activities.    The Company enters into foreign
currency  option  contracts to hedge anticipated sales and manufacturing costs
denominated  in  principally  Australian  Dollars,  Pound  Sterling  and
Deutschmarks.    The  term of such foreign exchange contracts generally do not
exceed  three  years.

- -8-
<PAGE>
                         RESMED INC. AND SUBSIDIARIES

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

(2)          Summary  of  Significant  Accounting  Policies,  Continued

(l)          Foreign  Exchange  Risk  Management,  Continued

     Premiums  to enter certain foreign currency options are included in other
assets  and are amortized over the period of the agreement in the consolidated
statement  of  income  against  other  income,  net.    At  September 30, 1996
unamortized  premiums  amounted  to  $271,000.

     Unrealized gains or losses are recognized as incurred in the statement of
financial  position  as  either  other  assets  or  other  liabilities and are
recorded  within other income, net on the Company's consolidated statements of
income.    Unrealized  gains and losses on currency derivatives are determined
based  on  dealer  quoted  prices.

     Foreign  currency  option  contracts  have  been purchased in part by the
issue  of  put  options to counterparts.  As a result, should foreign exchange
rates  drop  below  a  specified  level,  on  a  specific date, the Company is
required  to  deliver  certain  funds  to  counterparts  at contracted foreign
exchange  rates.    As at September 30, 1996 none of the put options issued by
the Company are exercisable as foreign exchange rates remain above the foreign
exchange  rates  specified.

     The  Company  is  exposed  to  credit-related  losses  in  the  event  of
non-performance  by  counterparts  to  financial  instruments, but it does not
expect  any  counterparts  to  fail to meet their obligations given their high
credit  ratings.    The  credit  exposure  of  foreign  exchange  options  is
represented  by  the  fair  value of options with a positive fair value at the
reporting  date.

     At  September 30, 1996 the Company held foreign currency option contracts
with  notional  amounts  totaling $41,691,919 to hedge foreign currency items.
These  contracts  mature  at  various  dates  prior  to  June  30,  1998.

(m)          Income  Taxes:

     The  Company  accounts  for  income  taxes  under  Statement of Financial
Accounting  Standards No. 109, "Accounting for Income Taxes" (Statement 109). 
Statement  109 requires an asset and liability method of accounting for income
taxes.    Under  the asset and liability method of Statement 109, deferred tax
assets  and  liabilities  are  recognized  for  the  future  tax  consequences
attributable  to  differences between the financial statement carrying amounts
of  existing  assets and liabilities and their respective tax bases.  Deferred
tax  assets  and  liabilities are measured using enacted tax rates expected to
apply  to taxable income in the years in which those temporary differences are
expected  to  be  recovered  or  settled.   Under Statement 109, the effect on
deferred  tax assets and liabilities of a change in tax rates is recognized in
income  in  the  period  that  includes  the  enactment  date.

- -9-
<PAGE>
                         RESMED INC. AND SUBSIDIARIES

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)
<TABLE>
<CAPTION>

(3)          Inventories

     Inventories  were  comprised  of  the following at September 30, 1996 and
June  30,  1996:


<S>               <C>             <C>

                  September 30,   June 30,
                            1996       1996
                  --------------  ---------

Raw materials     $        1,816  $   2,088
Work in progress             577        257
Finished goods             3,755      3,789
                         _______    _______
                  $        6,148  $   6,134
                         =======    =======
</TABLE>

- -10-
<PAGE>

                         RESMED INC. AND SUBSIDIARIES

   MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
                                  OPERATIONS
         THREE MONTHS ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995

Net  Revenues

Net  revenues increased for the three months ended September 30, 1996 to $11.1
million  from  $6.7  million for the three months ended September 30, 1995, an
increase  of $4.4 million or 66%.  The three month increase in net revenues is
primarily  attributable  to  an  increase  in unit sales of the Company's flow
generators  and  accessories  in  North  America  and  Europe, which benefited
significantly  from  the  additional  revenues  generated  in Germany from the
Priess  business  which  was acquired in February 1996.  Net revenues in North
America  increased  to  $4.4  million from $3.6 million for the quarter and in
Europe  to  $5.4  million  from  $1.9  million,  respectively.

Gross  Profit

Gross  profit  increased for the three months ended September 30, 1996 to $6.3
million  from  $3.5  million for the three months ended September 30, 1995, an
increase  of  $2.8  million  or  80%.    The  increase resulted primarily from
increased  unit  sales,  a  shift to higher margin products, and a significant
improvement in European revenues during the quarter ended September 30, 1996. 
Gross  profit  as a percentage of net revenues increased for the quarter ended
September  30,  1996 to 56% from 52% in three months ended September 30, 1995.

Selling,  General  and  Administrative  Expenses

Selling,  general  and  administrative expenses increased for the three months
ended  September  30,  1996  to  $3.9  million from $2.1 million for the three
months  ended  September  30,  1995, an increase of $1.8 million or 84%.  As a
percentage  of  net  revenues,  selling,  general  and administrative expenses
increased  to  35%  for  the quarter ended September 30, 1996 from 32% for the
three months ended September 30, 1995.  The increase in gross selling, general
and  administrative expenses was due primarily to an increase from 70 to 88 in
the  number  of  sales  and  administrative  personnel,  including  24 persons
employed  on acquisition of Priess, an increase in legal costs from $61,000 to
$327,000 associated with ongoing legal action (refer Part II Item 1) and other
expenses  related  to  the  increase  in  Company  sales.

Research  and  Development  Expenses

Research  and  development  expenses  increased  for  the  three  months ended
September  30,  1996  to  $791,000  from  $680,000  for the three months ended
September  30,  1995,  an increase of $111,000 or 16%.  As a percentage of net
revenues,  research  and  development  expenses  for  the  three  months ended
September 30, 1996 decreased to 7% from 10% for the period ended September 30,
1995.    The increase in gross research and development expenses was due to an
increase  in charges for consulting fees and technical assessments incurred to
facilitate  product  development  of  a  number  of  new  products.

Other  Income,  net

Other  income,  net increased for the three months ended September 30, 1996 to
$1,128,000  from  $542,000  for  the three months ended September 30, 1995, an
increase  of $586,000 or 108%.  This increase was due primarily to net foreign
exchange  gains  of  $750,000  relating  to marking to market foreign currency
option  contracts.    Government  grants  income declined for the three months
ended  September  30, 1996 to $89,000 from $135,000 for the three months ended
September 30, 1995 reflecting the termination of Australian Federal Government
export  grants.  This termination was marginally offset by an increase in both
manufacturing  and  research  activity  for  which  the Company receives grant
revenues.

- -11-
<PAGE>
                         RESMED INC. AND SUBSIDIARIES

   MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
                                  OPERATIONS
         THREE MONTHS ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995

Income  Taxes

The  Company's  effective income tax rate for the three months ended September
30,  1996  increased to approximately 32% from approximately 28% for the three
months  ended September 30, 1995.  The increased tax rate primarily relates to
a  relatively higher German effective corporate taxation rate.  This effective
tax  rate  increase is partially offset by the increase in Australian research
and development expenses incurred in the first quarter of fiscal 1997 over the
first  quarter  of fiscal 1996 for which the Company received a 150% deduction
under  Australian  tax  law.   The 150% research and development deduction was
only  available  on  expenses  incurred  up to August 20, 1996.  Subsequent to
August  20,  1996  the  Company  receives  a  125%  deduction for research and
development  expenditures  incurred  in  Australia,  under  revised Australian
taxation  legislation.

Liquidity  and  Capital  Resources

As  of  September  30,  1996  and June 30, 1996, the Company had cash and cash
equivalents  and  marketable  securities  available  for sale of approximately
$24.7  million  and $23.5 million, respectively. The Company's working capital
approximated  $31.5  million and $30.5 million, at September 30, 1996 and June
30, 1996, respectively.  The increase in working capital balances reflects the
increase  in  cash  generated  from  operations.

During  the  three  months  ended September 30, 1996, the Company's operations
generated  $1.8  million  cash  from  operations,  primarily  as  a  result of
increased  profit  from  operations  offset partially by increases in accounts
receivable  due  to  increased sales.  During the three months ended September
30,  1995  approximately $1.2 million of cash was used by operations primarily
due  to  increased  inventory  levels.

The  Company's capital expenditures for the three month period ended September
30,  1996 and 1995 aggregated $687,000 and $229,000 respectively. The majority
of  the  expenditures  in  the  three  month  period ending September 30, 1996
relates  to the purchase of computer software and hardware, production tooling
and  equipment  and,  to  a  lesser  extent, office furniture and research and
development  equipment.    As  a  result  of  these  capital expenditures, the
Company's  September  30,  1996  balance sheet reflects net property plant and
equipment  of  approximately  $3.6  million at September 30, 1996, compared to
$3.3  million  at  June  30,  1996.

The  results of the Company's international operations are affected by changes
in  exchange  rates  between  currencies.    Changes  in  exchange  rates  may
negatively  affect  the  Company's  consolidated  net  sales  and gross profit
margins  from  international  operations.   The Company is exposed to the risk
that  the  dollar-value equivalent of anticipated cash flows will be adversely
affected  by  changes in foreign currency exchange rates.  The Company manages
this  risk  through  foreign  currency  option  contracts.

In  May  1993, the Australian Federal Government agreed to lend the Company up
to  $870,000  over  a six year term. Such loan bears no interest for the first
three  years  and  bears interest at a rate of 3.8% thereafter until maturity.
The  outstanding  principal  balance of such loan was $870,000 and $867,000 at
September  30,  1996  and  June  30,  1996,  respectively.

- -12-
<PAGE>
                         RESMED INC. AND SUBSIDIARIES

                        PART II     OTHER INFORMATION

Item  1.          Legal  Proceedings

     In  October  1994,  in  Australia, a patent held by ResMed was revoked on
appeal  on  grounds  that  the  patent was not entitled to claim priority to a
"provisional" application, which was filed before the inventor's publication. 
As  a result of this claim, ResMed based in part on advice from legal counsel,
at June 30, 1994 accrued approximately $300,000 for costs associated with this
patent  litigation  which  remains  outstanding  at  September 30, 1996.  This
amount  is  included  in  accrued  expenses  on  consolidated  balance sheets.

     In January 1995, the Company filed a complaint for patent infringement in
the  United  States  District  Court  against  Respironics  Inc.,  a  Delaware
registered  company.    In  response,  in  February  1995, Respironics filed a
complaint  against the Company that asserts, (i) Respironics does not infringe
the  subject  patents;  and  (ii)  that  the  subject  patents are invalid and
unenforceable.    Management  believes,  based  in  part  on advice from legal
counsel,  that  this  action  will  not  have a material adverse effect on the
operations  or  financial  position  of  the  Company.

     In May 1995, Respironics and its Australian distributor filed a statement
of  claim  against  the  Company  and  its  President  in the Federal Court of
Australia,  New South Wales District Registry.  The statement of claim alleges
that  the  Company  engaged in unfair trade practices, including misuse of the
power  afforded  by  its  Australian  patents  and dominant market position in
violation  of  the  Australian  Trade  Practices  Act.  The statement of claim
asserts  damage  claims  in  the  aggregate  amount of approximately $901,000,
constituting  lost  profit on sales.  While the Company intends to defend this
action  vigorously,  there  can  be  no  assurance  that  the  Company will be
successful  in  defending such action or that the Company will not be required
to  make  significant  payments  to  the  claimants.  Furthermore, the Company
expects  to  incur  ongoing  legal  costs  in  defending  such  action.


Item  2.          Changes  in  Securities

     None

Item  3.          Defaults  Upon  Senior  Securities

     None

Item  4.          Submission  of  Matters  to  a  Vote  of  Security  Holders

     None

Item  5.          Other  Information

     None

Item  6.          Exhibits  and  Report  on  Form  8K

     None
- -13-
<PAGE>

                                  SIGNATURES


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



ResMed  Inc.





PETER C FARRELL
________________________
Peter  C  Farrell
President  and  Chief  Executive  Officer




ADRIAN M SMITH
________________________
Adrian  M  Smith
Vice  President  Finance  and  Chief  Financial  Officer


- -14-
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
RESMED INC'S FIRST QUARTER SEPTEMBER 30, 1996 FINANCIAL REPORT AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000943819
<NAME> RESMED INC
<MULTIPLIER> 1
<CURRENCY> USD $ CURRENCY
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   3-MOS
<FISCAL-YEAR-END>                          JUN-30-1997             JUN-30-1996
<PERIOD-END>                               SEP-30-1996             SEP-30-1995
<EXCHANGE-RATE>                                      1                       1
<CASH>                                       6,455,000               2,449,000
<SECURITIES>                                18,204,000              24,383,000
<RECEIVABLES>                                6,681,000               4,507,000
<ALLOWANCES>                                 (175,000)               (155,000)
<INVENTORY>                                  6,148,000               5,794,000
<CURRENT-ASSETS>                            40,055,000              38,024,000
<PP&E>                                       3,570,000               2,182,000
<DEPRECIATION>                                       0                       0
<TOTAL-ASSETS>                              50,181,000              40,867,000
<CURRENT-LIABILITIES>                        8,605,000               5,329,000
<BONDS>                                              0                       0
                                0                       0
                                          0                       0
<COMMON>                                        29,000                  28,000
<OTHER-SE>                                  29,506,000              29,081,000
<TOTAL-LIABILITY-AND-EQUITY>                50,181,000              40,867,000
<SALES>                                     11,141,000               6,703,000
<TOTAL-REVENUES>                            11,141,000               6,703,000
<CGS>                                        4,850,000               3,312,000
<TOTAL-COSTS>                                        0                       0
<OTHER-EXPENSES>                                     0                       0
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                                   0                       0
<INCOME-PRETAX>                              2,706,000               1,223,000
<INCOME-TAX>                                   866,000                 343,000
<INCOME-CONTINUING>                          1,840,000                 880,000
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                 1,840,000                 880,000
<EPS-PRIMARY>                                    $0.25                   $0.12
<EPS-DILUTED>                                    $0.25                   $0.12
        



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