RESMED INC
10-Q, 1997-11-13
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, 1997

[          ]          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, 1997, 7,243,994 shares of Common Stock($0.004 par value)
were  outstanding.

<PAGE>
                         RESMED INC. AND SUBSIDIARIES

                                    INDEX
<TABLE>
<CAPTION>

PART  I    FINANCIAL  INFORMATION


<S>     <C>                                                    <C>

                                                               Page

Item 1  Financial Statements
        Condensed Consolidated Balance Sheets as of September     3
        30, 1997 (unaudited) and June 30, 1997

        Condensed Consolidated Statements of Income               4
        (unaudited) for Three Months Ended September 30, 1997
        and 1996

        Condensed Consolidated Statements of Cash Flows           5
        (unaudited) for the Three Months Ended September 30,
                                                1997 and 1996

        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
<TABLE>
<CAPTION>

Item  1.          Financial  Statements
                                    RESMED INC. AND SUBSIDIARIES
                               Condensed Consolidated Balance Sheets
                             (in US$ thousands, except per share data)


<S>                                                                  <C>              <C>
                                                                     September 30,    June 30,
                                                                     ---------------  --------------
                                                                               1997            1997 
                                                                     ---------------  --------------
Assets                                                                   (unaudited)
Current assets:
Cash and cash equivalents                                            $       13,422           9,077 
Marketable securities - available for sale                                   14,643          18,908 
Accounts receivable, net of allowance of $294 at September
30, 1997 and $277 at June 30, 1997                                            8,328           7,834 
Government grants                                                               318             391 
Inventories (note 3)                                                          6,333           5,797 
Deferred income taxes                                                           985             999 
Prepaid expenses and other current assets                                     1,470           1,385 
                                                                      _____________   _____________ 
Total current assets                                                         45,499          44,391 
                                                                      _____________   _____________ 
Property, plant and equipment, net of accumulated amortization
of $3,994 at September 30, 1997 and $3,467 at June 30, 1997                   5,547           4,916 
Patents, net of accumulated amortization of $336 at September
30,1997 and $325 at June 30, 1997                                               250             253 
Deferred income taxes                                                           161             157 
Goodwill, net of accumulated amortization of $522 at September
30,1997 and $433 at June 30, 1997                                             4,356           4,553 
Other assets                                                                    634             625 
                                                                      _____________   _____________ 
Total assets                                                         $       56,447          54,895 
                                                                      =============   =============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable                                                     $        1,676           2,641 
Accrued expenses                                                              3,830           3,537 
Income taxes payable                                                          3,718           3,544 
Current portion of long-term debt                                               266             274 
                                                                      _____________   _____________ 
Total current liabilities                                                     9,490           9,996 
                                                                      _____________   _____________ 
Long-term debt, less current portion                                            266             274 
                                                                      _____________   _____________ 
Total liabilities                                                             9,756          10,270 
                                                                      _____________   _____________ 
Stockholders' equity:
Preferred stock, $0.01 par value, 2,000,000 shares
  authorized; none issued                                                         -               - 
Series A Junior Participating preferred stock, $0.01 par value,
  150,000 shares authorized; none issued                                          -               - 
Common Stock $0.004 par value; 15,000,000 shares
  authorized; issued and outstanding 7,243,994 at September
  30, 1997 and 7,202,413 at June 30, 1997                                        29              29 
Additional paid-in capital                                                   30,099          29,656 
Retained earnings                                                            18,725          16,568 
Currency translation adjustment                                              (2,162)         (1,628)
                                                                      _____________   _____________ 
                                                                             46,691          44,625 
                                                                      _____________   _____________ 
Commitments and contingencies (note 4)                                            _               _ 
                                                                      _____________   _____________ 
Total liabilities and Stockholders' equity                           $       56,447          54,895 
                                                                      =============   =============
<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,
                                                           --------------------   
                                                           1997               1996
                                                   --------------------  --------------
<S>                                                <C>                   <C>
Net revenues                                       $            13,978          11,141 
Cost of sales                                                    5,425           4,850 
                                                         _____________   _____________ 
Gross profit                                                     8,553           6,291 
                                                         _____________   _____________ 

Operating expenses
Selling, general and administrative expenses                     4,650           3,922 
Research and development expenses                                1,265             791 
                                                         _____________   _____________ 
Total operating expenses                                         5,915           4,713 
                                                         _____________   _____________ 
Income from operations                                           2,638           1,578 
                                                         _____________   _____________ 

Other income, net:
Interest income, net                                               291             243 
Government grants                                                  157              89 
Other income, net                                                  208             796 
                                                         _____________   _____________ 
Total other income, net                                            656           1,128 
                                                         _____________   _____________ 

Income before income taxes                                       3,294           2,706 
Income taxes                                                    (1,137)           (866)
                                                         _____________   _____________ 
Net income                                         $             2,157           1,840 
                                                         =============   =============

Net income per common and common equivalent share  $              0.29            0.25 

Weighted average common and common  equivalent
share, outstanding                                           7,412,034       7,319,935 




<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>

                                                                                 1997            1996 
                                                                  --------------------  --------------

Cash flows from operating activities:
Net income                                                        $             2,157           1,840 

Adjustment to reconcile net income to net cash provided by
in operating activities:
Depreciation and amortization                                                     904             517 
Provision for service warranties                                                   40              16 
Deferred income taxes                                                               -               1 
Foreign currency option revaluations                                               97            (717)
Changes in operating assets and liabilities:
Accounts receivable, net                                                         (497)           (352)
Government grants                                                                  61             109 
Inventories                                                                      (682)              6 
Prepaid expenses and other current assets                                        (112)           (741)
Accounts payable, accrued expenses and other liabilities                         (452)          1,104 
                                                                        _____________   _____________ 
Net cash provided by operating activities                                       1,516           1,783 
                                                                        _____________   _____________ 
Cash flows from investing activities:
Purchases of property, plant and equipment                                     (1,532)           (668)
Purchases of patents                                                              (25)            (23)
Purchase of investments                                                          (126)              - 
Loans receivable                                                                    -             (75)
Purchases of marketable securities - available for sale                       (11,155)        (11,301)
Proceeds from sale of marketable securities - available for sale               15,420          11,118 
                                                                        _____________   _____________ 
Net cash provided by/(used) in investing activities                             2,582            (949)
                                                                        _____________   _____________ 
Cash flows from financing activities - proceeds from issuance of
common stock                                                                      443              99 
                                                                        _____________   _____________ 
Effect of exchange rate changes on cash                                          (196)             12 
                                                                        _____________   _____________ 
Net increase in cash and cash equivalents                                       4,345             945 
                                                                        _____________   _____________ 
Cash and cash equivalents at beginning of period                                9,077           5,510 
                                                                        _____________   _____________ 
Cash and cash equivalents at end of period                        $            13,422           6,455 
                                                                        =============   =============
Supplemental disclosure of cash flow information:
Income taxes paid                                                                 831             279 
Interest paid                                                                      21               - 

<FN>

            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, 1997 are not necessarily indicative of the results
that  may  be  expected  for  the  year  ended  June  30,  1998.

(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. 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, 1997, to assist development of export
markets.    Grants  of $157,000 and $89,000 have been recognized for the three
month  period  ended  September 30, 1997 and September 30, 1996, 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  adjustments  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:

     Net  income  per common and common equivalent share is 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 Fair Value of Financial Instruments is defined as the amount at which
the  instrument  could  be  exchanged in a current transaction between willing
parties.

(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.

     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, 1997
unamortized  premiums  amounted  to  $582,000.

     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, 1997 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

- -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

options is represented by the fair value of options with a positive fair value
at  the  reporting  date.

     At  September 30, 1997 the Company held foreign currency option contracts
with  notional  amounts  totaling $47,453,000 to hedge foreign currency items.
These  contracts  mature  at  various  dates  prior  to  December  31,  1999.

(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.
<TABLE>
<CAPTION>

(3)          Inventories

     Inventories  were  comprised  of  the following at September 30, 1997 and
June  30,  1997:


<S>               <C>             <C>

                  September 30,   June 30,
                            1997       1997
                  --------------  ---------

Raw materials     $        1,880      1,797
Work in progress             420        284
Finished goods             4,033      3,716
                       _________  _________
                  $        6,333      5,797
                       =========  =========
</TABLE>


(4)          Commitments  and  contingencies

     The following discussion contains forward-looking statements relating to
the  Company's  legal  proceedings.    Litigation is inherently uncertain and,
accordingly,  actual  results  could differ materially from those expressed in
the  forward-looking  statements.

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

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

(4)          Commitments  and  contingencies,  Continued

          The  Company  is currently engaged in significant patent litigation
relating to the enforcement and defense of certain of its patents.  In January
1995,  the  Company  filed  a  complaint for patent infringement in the United
States  against  Respironics.    The  complaint
seeks  monetary  damages  from,  and  injunctive  relief  against  Respironics
resulting from its alleged infringement of three of the Company's patents.  In
February  1995,  Respironics  filed  a complaint against the Company seeking a
declaratory  judgment  that  Respironics  does  not  infringe  claims of these
patents and that the Company's patents are invalid and unenforceable.  The two
actions  have  been  combined  and  will proceed in the United States District
Court  for  the  Western  District  of  Pennsylvania.

In  June  1996  the Company initiated a further action in Pennsylvania against
Respironics regarding alleged infringement of a fourth patent, granted June 4,
1996,  related to the delay timer feature.  This action was again consolidated
with  the  ongoing  case  such  that  the two remaining actions are to proceed
together.   On July 1, 1997 the Court granted Respironics a motion for partial
summary  judgment  in  which  Respironics  alleged its accused products do not
infringe  one  of the four  patents in suit.  On August 8, 1997 the Court over
turned  Respironics  partial  summary  judgement and undertook to reassess the
motion.

     On  May  17,  1995,  Respironics  and  its Australian distributor filed a
Statement  of  Claim  against the Company and Dr. Peter Farrell in the Federal
Court  of  Australia.  The Statement of Claim alleges that the Company engaged
in  unfair  trade practices, including the misuse of the power afforded by its
Australian  patent 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 $730,000, constituting lost profit on sales.
 While  the  Company  intends to defend this action, 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.

- -10-
<PAGE>
                         RESMED INC. AND SUBSIDIARIES

   MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
                                  OPERATIONS
         THREE MONTHS ENDED SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1996

Net  Revenues

Net  revenues increased for the three months ended September 30, 1997 to $14.0
million  from  $11.1 million for the three months ended September 30, 1996, an
increase  of $2.8 million or 25%.  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, partially offset by a
reduction  in  major  European  exchange rates.  Net revenues in North America
increased  to  $7.0  million  from  $4.4 million for the quarter and in Europe
remained  at  $5.4  million for both the three months ended September 30, 1997
and  September  30,  1996, respectively.  European sales increased 11% for the
quarter in local currency terms compared with the three months ended September
30,  1996.

Gross  Profit

Gross  profit  increased for the three months ended September 30, 1997 to $8.6
million  from  $6.3  million for the three months ended September 30, 1996, an
increase  of  $2.3  million  or  36%.    The  increase resulted primarily from
increased  unit  sales, a shift to higher margin products and a decline in the
Australian  dollar which in relative terms reduces the Company's manufacturing
costs.  Gross profit as a percentage of net revenues increased for the quarter
ended  September  30, 1997 to 61% from 56% in three months ended September 30,
1996.

Selling,  General  and  Administrative  Expenses

Selling,  general  and  administrative expenses increased for the three months
ended  September  30,  1997  to  $4.7  million from $3.9 million for the three
months  ended  September  30,  1996, an increase of $0.7 million or 19%.  As a
percentage  of  net  revenues,  selling,  general  and administrative expenses
decreased  to  33%  for  the quarter ended September 30, 1997 from 35% for the
three  months  ended September 30, 1996.  The gross increase in gross selling,
general  and  administrative expenses was due primarily to an increase from 88
to  119 in the number of sales and administrative personnel 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,  1997  to $1.3 million from $791,000 for the three months ended
September  30,  1996,  an increase of $474,000 or 60%.  As a percentage of net
revenues,  research  and  development  expenses  for  the  three  months ended
September  30, 1997 increased to 9% from 7% for the period ended September 30,
1996.    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 decreased for the three months ended September 30, 1997 to
$656,000  from  $1,128,000  for  the  three months ended September 30, 1996, a
decrease  of  $472,000 or 42%.  This decrease was due primarily to a reduction
in  net  foreign  exchange  gains  which  decreased for the three months ended
September  30,  1997  to  $332,000  from  $750,000  for the three months ended
September  30,  1996.  Government grants income increased for the three months
ended  September  30, 1997 to $157,000 from $89,000 for the three months ended
September 30, 1996 reflecting the recognition of Australian Federal Government
research  awards.

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

   MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
                                  OPERATIONS
         THREE MONTHS ENDED SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1996

Income  Taxes

The  Company's  effective income tax rate for the three months ended September
30,  1997  increased to approximately 35% from approximately 32% for the three
months  ended September 30, 1996.  The increased tax rate primarily relates to
amendments to the Australian research and development tax concession for which
the Company received a 150% deduction until August 1996.  Subsequent to August
20,  1996  the  Company receives a 125% deduction for research and development
expenditures  incurred  in  Australia.

Liquidity  and  Capital  Resources

As  of  September  30,  1997  and June 30, 1997, the Company had cash and cash
equivalents  and marketable securities available for sale of approximately $28
million.    The  Company's  working capital approximated $36 million and $34.4
million,  at September 30, 1997 and June 30, 1997, respectively.  The increase
in  working  capital  balances  reflects  the  increase in cash generated from
operations  and  proceeds  from  exercise  of  stock  options.

During  the  three  months  ended September 30, 1997, the Company's operations
generated  $1.5  million  cash  from  operations,  primarily  as  a  result of
increased  profit from operations offset partially by increases in inventories
and  accounts  receivable.    During the three months ended September 30, 1996
approximately $1.8 million of cash was provided by operations primarily due to
increased  profit  from  operations.

The  Company's capital expenditures for the three month period ended September
30,  1997  and  1996  aggregated  $1.6  million and $691,000 respectively. The
majority  of  the  expenditures in the three month period ending September 30,
1997  relates  to  the  construction of the Company's new Australian facility,
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,  1997  balance  sheet  reflects  net  property  plant  and  equipment  of
approximately  $5.5 million at September 30, 1997, compared to $4.9 million at
June  30,  1997.

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 $532,000 and $548,000 at
September  30,  1997  and  June  30,  1997,  respectively.

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

                        PART II     OTHER INFORMATION

Item  1.          Legal  Proceedings

     Refer  Note  4  to  the  Condensed  Consolidated  Financial  Statements

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

     Exhibits.    The  following  exhibits are filed as a part of this report:
11.1          Statement  re:  Computation  of  Earnings  of  Share
27.1          Financial  Data  Schedule

- -13-
<PAGE>
                         RESMED INC. AND SUBSIDIARIES

                                  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.






/s/  PETER  C  FARRELL
Peter  C  Farrell
President  and  Chief  Executive  Officer





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

- -14-
<PAGE>

         Exhibit  11.1
        ----------------

<TABLE>
<CAPTION>

                                         RESMED INC AND SUBSIDIARIES
                                   COMPUTATION OF EARNINGS PER COMMON SHARE
                                   (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


<S>                                         <C>                               <C>

                                            Three Months Ended September 30   Three Months Ended September 30
                                            --------------------------------  --------------------------------
                                                                        1997                              1996
                                            --------------------------------  --------------------------------
PRIMARY EARNINGS
Net income                                                             2,157                             1,840
                                                                   =========                         =========
Shares
Weighted average number of common
 shares outstanding                                                    7,229                             7,176
Additional shares assuming conversion of
 stock options under treasury stock method                               183                               120
                                                                   _________                         _________
Weighted average number of common
 shares and common equivalent outstanding
 as adjusted                                                           7,412                             7,296
                                                                   =========                         =========

Primary earnings per common and common
 equivalent share:                          $                           0.29  $                           0.25
                                                                   =========                         =========

FULLY DILUTED EARNINGS
Net Income                                                             2,157                             1,840
                                                                   =========                         =========
Shares
Weighted average number of common
 shares outstanding                                                    7,229                             7,176
Additional shares assuming conversion of
 stock options under treasury stock method                               222                               159
                                                                   _________                         _________
Weighted average number of common and
 common equivalent shares outstanding                                  7,451                             7,335
 as adjusted
                                                                   =========                         =========

Fully diluted earnings per common and
 common equivalent share:                   $                           0.29  $                           0.25
                                                                   =========                         =========

- -15-
<PAGE>



                         RESMED INC. AND SUBSIDIARIES
     Exhibit  27.1
     ----------------


</TABLE>
<TABLE>
<CAPTION>

                     ARTICLE. 5 FDS FOR 1ST QUARTER 10-Q

This  schedule  contains  summary  financial information extracted from ResMed
Inc's  first  quarter  September 30, 1997 financial report and is qualified in
its  entirety  by  reference  to  such  financial  statements.

CURRENCY    USD  $  CURRENCY


<S>                         <C>            <C>

PERIOD-TYPE                        3-MOS          3-MOS 
FISCAL-YEAR-END             JUN-30-1998    JUN-30-1997
PERIOD-END                  SEP-30-1997    SEP-30-1996
EXCHANGE-RATE                          1              1 
CASH                          13,422,000      6,455,000 
SECURITIES                    14,643,000     18,204,000 
RECEIVABLES                    8,328,000      6,681,000 
ALLOWANCES                      (294,000)      (175,000)
INVENTORY                      6,333,000      6,148,000 
CURRENT-ASSETS                45,499,000     40,055,000 
PP&E                           5,547,000      3,570,000 
DEPRECIATION                           0              0 
TOTAL-ASSETS                  56,447,000     50,181,000 
CURRENT-LIABILITIES            9,490,000      8,605,000 
BONDS                                  0              0 
PREFERRED-MANDATORY                    0              0 
PREFERRED                              0              0 
COMMON                            29,000         29,000 
OTHER-SE                      30,099,000     29,506,000 
TOTAL-LIABILITY-AND-EQUITY    56,447,000     50,181,000 
SALES                         13,978,000     11,141,000 
TOTAL-REVENUES                13,978,000     11,141,000 
CGS                            5,425,000      4,850,000 
TOTAL-COSTS                            0              0 
OTHER-EXPENSES                         0              0 
LOSS-PROVISION                         0              0 
INTEREST-EXPENSE                       0              0 
INCOME-PRETAX                  3,294,000      2,706,000 
INCOME-TAX                     1,137,000        866,000 
INCOME-CONTINUING              2,157,000      1,840,000 
DISCONTINUED                           0              0 
EXTRAORDINARY                          0              0 
CHANGES                                0              0 
NET-INCOME                     2,157,000      1,840,000 
EPS-PRIMARY                 $       0.29   $       0.25 
EPS-DILUTED                 $       0.29   $       0.25 
</TABLE>

- -16-





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