Edgar Filing: UTAH MEDICAL PRODUCTS INC

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

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UTAH MEDICAL PRODUCTS, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filling Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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[ ] Check box if any part of the fee is offset as provided by Exchange Act
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paid previously. Identify the previous filing by registration statement
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______________

UTAH MEDICAL
PRODUCTS, INC.
______________

[GRAPHIC OMITTED]

March 19, 2004

Dear UTMD Shareholder:

You are cordially invited to attend the 2004 Annual Meeting of Shareholders of
Utah Medical Products, Inc. (UTMD). The meeting will be held promptly at 12:00
noon (local time), on Friday, May 7, 2004, at the corporate offices of UTMD,
7043 South 300 West, Midvale, Utah USA. Please use the North Entrance.

Please note that attendance at the Annual Meeting will be limited to
shareholders as of the record date (or their authorized representatives) and
guests of the Company. Proof of ownership can be a copy of the enclosed proxy
card. You may wish to refer to page one of this Proxy Statement for information
about voting your proxy, including voting at the Annual Meeting.

At the Annual Meeting, we seek the approval of UTMD shareholders to elect one
director and consider other business. If you think you will be unable to attend
the meeting, please complete your proxy and return it as soon as possible. If
you decide later to attend the meeting, you may revoke the proxy and vote in
person.

In order to receive UTMD's public announcements and other disclosures including
financial information, such as SEC Forms 10-K and 10-Q, you have several options
for obtaining the information. You can be added to the Company mail or fax lists
by contacting Paul Richins with your mailing address or fax number, by sending
an instruction letter to the corporate address, by calling (801-569-4200) with
instructions, or by e-mailing your contact information to info@utahmed.com. As
an alternative, you can view and print Company financial and other information
directly from UTMD's website; http://www.utahmed.com.

Thank you for your ownership in UTMD!

Sincerely,

/s/ Kevin L. Cornwell

Kevin L. Cornwell
Chairman & CEO

UTAH MEDICAL PRODUCTS, INC.
7043 South 300 West
Midvale, Utah 84047
(801) 566-1200
_______________

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 7, 2004

TO THE SHAREHOLDERS OF UTAH MEDICAL PRODUCTS, INC.

The Annual Meeting of Shareholders (the "Annual Meeting") of UTAH
MEDICAL PRODUCTS, INC. (the "Company" or "UTMD"), will be held at the corporate
offices of the Company, 7043 South 300 West, Midvale, Utah, on May 7, 2004, at
12:00 noon, local time, for the following purposes:

(1) To elect one director to serve for a term expiring at the 2007 Annual
Meeting and until a successor is elected and qualified;

(2) To transact such other business as may properly come before the Annual
Meeting.

UTMD's Board of Directors recommends a vote "FOR" the nominated
director, whose background is described in the accompanying Proxy Statement, and
for the other proposal.

Only shareholders of record at the close of business on March 5, 2004
(the "Record Date"), are entitled to notice of and to vote at the Annual
Meeting.

This Proxy Statement and form of proxy are being first furnished to
shareholders of the Company on approximately April 1, 2004.

THE ATTENDANCE AT AND/OR VOTE OF EACH SHAREHOLDER AT THE ANNUAL MEETING
IS IMPORTANT, AND EACH SHAREHOLDER IS ENCOURAGED TO ATTEND.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Kevin L. Cornwell

Kevin L. Cornwell, Secretary

Salt Lake City, Utah
Dated: March 19, 2004

_______________________________________________________________________________

PLEASE PROMPTLY FILL IN, SIGN, DATE AND RETURN THE ENCLOSED PROXY,
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING.

If your shares are held in the name of a third party brokerage firm,
nominee, or other institution, only that third party can vote your shares. In
that case, please promptly contact the third party responsible for your account
and give instructions how your shares should be voted.

TABLE OF CONTENTS
-----------------

PAGE
----

PROXY STATEMENT ........................................................... 1

PROPOSAL NO. 1. ELECTION OF DIRECTORS ..................................... 2

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN PERSONS ..................... 4

EXECUTIVE OFFICER COMPENSATION ............................................ 5

BOARD OF DIRECTORS and BOARD COMMITTEE REPORTS ........................... 6
Stockholder Communications with Directors ........................... 8
Report of the Audit Committee ....................................... 9
Report of the Compensation and Option Committee ...................... 9
Outside Directors' Compensation ..................................... 13

STOCK PERFORMANCE CHART .................................................. 14

INDEPENDENT PUBLIC ACCOUNTANTS .......................................... 15

SHAREHOLDER PROPOSALS .................................................... 16

MISCELLANEOUS ............................................................ 16

UTAH MEDICAL PRODUCTS, INC.
PROXY STATEMENT

This Proxy Statement is furnished to shareholders of UTAH MEDICAL PRODUCTS,
INC. (the "Company" or "UTMD") in connection with the Annual Meeting of
Shareholders (the "Annual Meeting") to be held at the corporate offices of the
Company, 7043 South 300 West, Midvale, Utah, on May 7, 2004, at 12:00 noon,
local time, and any postponement or adjournment(s) thereof. The enclosed proxy,
when properly executed and returned in a timely manner, will be voted at the
Annual Meeting in accordance with the directions set forth thereon. If the
enclosed proxy is signed and timely returned without specific instructions, it
will be voted at the Annual Meeting:

(1) FOR the election of Barbara A. Payne as director; and

(2) IN accordance with the best judgment of the persons acting under the
proxies on other matters presented for a vote.

The Board of Directors has approved the foregoing proposals and recommends
that the shareholders vote in favor of each of the proposals. Proxies solicited
by the Company will be voted FOR each of the proposals unless a vote against, or
an abstention from, one or more of the proposals is specifically indicated on
the proxy.

A proxy for the Annual Meeting is enclosed. It is important that each
shareholder complete, sign, date and return the enclosed proxy promptly, whether
or not she/he plans to attend the Annual Meeting. Any shareholder who executes
and delivers a proxy has the right to revoke it at any time prior to its
exercise by providing the Secretary of the Company with an instrument revoking
the proxy or by providing the Secretary of the Company with a duly executed
proxy bearing a later date. In addition, a shareholder may revoke her/his proxy
by attending the Annual Meeting and electing to vote in person.

Proxies are being solicited by the Company. All costs and expenses incurred
in connection with the solicitation will be paid by the Company. Proxies are
being solicited by mail, but in certain circumstances, officers and directors of
the Company may make further solicitation in person, by telephone, facsimile
transmission, telegraph or overnight courier.

Only holders of the 4,479,903 shares of common stock, par value $0.01 per
share, of the Company (the "Common Stock") issued and outstanding as of the
close of business on March 5, 2004 (the "Record Date"), will be entitled to vote
at the Annual Meeting. Each share of Common Stock is entitled to one vote.
Holders of at least a majority of the 4,479,903 shares of Common Stock
outstanding on the Record Date must be represented at the Annual Meeting to
constitute a quorum for conducting business.

All properly executed and returned proxies, as well as shares represented
in person at the meeting, will be counted for purposes of determining if a
quorum is present, whether or not the proxies are instructed to abstain from
voting or consist of broker non-votes. Under the Utah Revised Business
Corporation Act, matters other than the election of directors and certain
specified extraordinary matters are approved if the number of votes cast FOR
exceed the number of votes cast AGAINST. Directors are elected by a plurality of
the votes cast. Abstentions and broker non-votes are not counted for purposes of
determining whether a matter has been approved or a director has been elected.

Officers and directors holding an aggregate of 232,000 shares, or
approximately 5.3%, of the issued and outstanding stock have indicated their
intent to vote in favor of all proposals.

-------------------------------------------------------------------------------
PROPOSAL NO. 1. ELECTION OF DIRECTORS
-------------------------------------------------------------------------------

General

The Company's Articles of Incorporation provide that the Board of Directors
is divided into three classes as nearly equal in size as possible, with the term
of each director being three years and until such director's successor is
elected and qualified. One class of the Board of Directors shall be elected each
year at the annual meeting of the shareholders of the Company. The Board of
Directors has nominated Barbara A. Payne for election as director for a
three-year term expiring at the 2007 Annual Meeting.

It is intended that votes will be cast, pursuant to authority granted by
the enclosed proxy, for the election of the nominee named above as director of
the Company, except as otherwise specified in the proxy. In the event the
nominee shall be unable to serve, votes will be cast, pursuant to authority
granted by the enclosed proxy, for such other person as may be designated by the
Board of Directors. The officers of the Company are elected to serve at the
pleasure of the Board of Directors. The information concerning the nominees and
other directors and their security holdings has been furnished by them to the
Company. (See "PRINCIPAL SHAREHOLDERS" below.)

Directors and Nominees

The Board of Directors' nominee for election as director of the Company at
the Annual Meeting is Barbara A. Payne. The other members of the Board of
Directors were elected at the Company's 2002 and 2003 meetings for terms of
three years, and therefore, are not standing for election at the Annual Meeting.
The terms of Mr. Cornwell and Mr. Richins expire at the 2006 Annual Meeting, and
the terms of Dr. Bennett and Mr. Hoyer expire at the 2005 Annual Meeting. The
Board of Directors has determined that Dr. Payne, Dr. Bennett and Mr. Hoyer are
independent directors within the meaning of NASD Rule 4200(a)(15). Background
information appears below with respect to the incumbent directors whose terms
have not expired, as well as the director standing for reelection to the Board.

Year
First Business Experience during Past Five Years
Name Age Elected and Other Information
---- --- ------- ---------------------------------------------------------

Kevin L. Cornwell 57 1993 Chairman of UTMD since 1996. President and CEO since
December 1992; Secretary since 1993. Has served in various
senior operating management positions in several
technology-based companies over a 30-year time span,
including as a director on seven other company boards.
Received B.S. degree in chemical engineering from Stanford
University, M.S. degree in engineering-economic systems from
the Stanford Graduate School of Engineering, and M.B.A.
degree specializing in finance from the Stanford Graduate
School of Business.

Stephen W. Bennett 71 1994 Retired. Served five years as fund manager, director and
senior analyst for health care investments for an
institutional investment firm. Received B.A. degree in
biology from Stanford University, M.D. degree from Stanford
School of Medicine, M.P.H. and T.M. degree and Dr.P.H.
degree from Tulane School of Medicine.

Ernst G. Hoyer 66 1996 Retired. Served until 2003 as General Manager of Petersen
Precision Engineering Company, Redwood City, CA. Previously
served in engineering and general management positions for
four technology-based companies over a 34-year time span.
Received B.S. degree in process engineering from the
University of California, Berkeley, and M.B.A. degree from
the University of Santa Clara.

Year
First Business Experience during Past Five Years
Name Age Elected and Other Information
---- --- ------- ---------------------------------------------------------

Barbara A. Payne 57 1997 Consultant. Served over eighteen years as corporate
research scientist for a Fortune 50 firm, environmental
scientist for a national laboratory. Received B.A. degree
in psychology from Stanford University, M.A. degree from
Cornell University, and M.A. and Ph.D. degrees in sociology
from Stanford University.

Paul O. Richins 43 1998 Chief Administrative Officer of UTMD since 1997. Treasurer
and Assistant Secretary since 1994. Joined UTMD in 1990.
Received B.S. degree in finance from Weber State University,
and M.B.A. degree from Pepperdine University.

Executive Officer Not a Director

Greg A. LeClaire, age 34, has been Chief Financial Officer of UTMD since
2001, and Assistant Treasurer since 1998. Mr. LeClaire joined UTMD in 1994. He
received a B.S. degree in accounting from the University of Utah, and an M.S. in
Management degree from the Stanford Graduate School of Business.

Code of Ethics

The Company has adopted a Code of Ethics that applies to all of its
employees, including its principal executive officer and principal financial
officer, and to its directors. The Code of Ethics is available on the Company's
website, www.utahmed.com.

Security Ownership of Management and Certain Persons

The following table furnishes information concerning the ownership of the
Company's Common Stock as of March 5, 2004, by the directors, the nominees for
director, the executive officer named in the compensation tables on page 5, all
directors and executive officers as a group, and those known by the Company to
own beneficially more than 5% of the Company's outstanding Common Stock as of
December 31, 2003

Nature of Number of
Name Ownership Shares Owned Percent
----------------------------- ------------ ------------- --------
Principal Shareholders

FMR Corp Direct 483,300 10.8%
82 Devonshire Street
Boston, Massachusetts 02109

Directors and Executive Officers

Kevin L. Cornwell (1) Direct 170,885 3.8%
Options 354,824 7.3%
-------
Total 525,709 10.9%
Ernst G. Hoyer (1)(2)(3)(4) Direct 20,000 0.5%
Options 50,000 1.1%
------
Total 70,000 1.5%

Stephen W. Bennett (1)(2)(3)(4) Direct 14,500 0.3%
Options 50,000 1.1%
------
Total 64,500 1.4%
Paul O. Richins Direct 8,941 0.2%
Options 33,699 0.7%
------
Total 42,640 0.9%
Barbara A. Payne (2)(3)4) Direct 13,304 0.3%
Options 12,413 0.3%
------
Total 25,717 0.6%

All officers and directors Direct 232,280 5.2%
as a group (10 persons) Options 573,338 11.3%
-------
Total 805,618 15.9%

---------------------------------
(1) Executive Committee member.
(2) Audit Committee member.
(3) Nominating Committee member.
(4) Compensation and Option Committee member.

In the previous table, shares owned directly by directors and executive
officers are owned beneficially and of record, and such record shareholder
has sole voting, investment and dispositive power. Calculations of
percentage of shares outstanding assumes the exercise of options to which
the percentage relates. Percentages calculated for totals assume the
exercise of options comprising such totals.

Section 16(a) Beneficial Ownership Reporting Requirements
---------------------------------------------------------

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who own more than
10% of a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of equity securities of the Company. Officers, directors
and greater than 10% shareholders are required to furnish the Company with
copies of all Section 16(a) forms they file.

To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company, all Section 16(a) requirements applicable to
persons who were officers, directors and greater than 10% shareholders during
the preceding fiscal year were complied with.

EXECUTIVE OFFICER COMPENSATION

The following table sets forth, for each of the last three fiscal years,
cash compensation received by the Company's Chief Executive Officer. No other
executive officer received salary and bonus for services that exceeded $100,000
for the fiscal year ended December 31, 2003:

Summary Compensation Table

Annual Compensation Long-Term Compensation
----------------------- ------- --------------------------------- ---------------------------------------
Awards Payouts
----------------------- ------- --------------------------------- ------------------------ -------------- ----------
(a) (b) (c) (d) (e) (f) (g) (h) (i)

Other Securities All
Annual Restricted Underlying Other
Compen Stock Options/ LTIP Compen-
Name and Principal Salary Bonus -sation Award(s) SARs Payouts sation
Position Year ($) ($) ($)(1) ($) (#) ($) ($)
----------------------- ------- ----------- ---------- ---------- ----------- ------------ -------------- ----------

Kevin L. Cornwell 2003 243,207 228,000 5,600 -- -- -- --
Chairman & Chief 2002 233,769 245,100 5,300 -- -- -- --
Executive Officer 2001 223,079 197,800 4,080 -- -- -- --

----------------------- ------- ----------- ---------- ---------- ----------- ------------ -------------- ----------
(1) Amounts are Company 401(k) matching contributions, and in 2002, reimbursement under UTMD's pet insurance plan.

Option/SAR Grants in Last Fiscal Year

During the most recent fiscal year, there were no option or SAR grants to
any executive named in the Summary Compensation Table.

The following table sets forth information respecting the exercise of
options during the last completed fiscal year by each executive named in the
Summary Compensation Table above, and the December 31, 2003 fiscal year-end
values of unexercised options, based on the closing price of $26.14 for the
Company's Common Stock on the Nasdaq Stock Market on December 31, 2003:

Aggregate Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values

(a) (b) (c) (d) (e)
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options/SARs
Value Options/SARs at FY-End (#) at FY-End ($)
Shares Acquired Realized Exercisable/ Exercisable/
Name on Exercise (#) ($) Unexercisable Unexercisable
----------------------------------------------------------------------------------------------------------------

Kevin L. Cornwell 185,176 $2,213,454 354,824 / 0 $5,762,493 / $0
----------------------------------------------------------------------------------------------------------------

Disclosure Respecting the Company's Equity Compensation Plans

The following table summarizes, as of the end of the most recent fiscal
year, compensation plans, including individual compensation arrangements, under
which equity securities of the Company are authorized for issuance, aggregated
for all compensation plans previously approved by shareholders and for all plans
not previously approved by shareholders:

Number of Securities
Remaining Available
Number of Securities for Future Issuance
To Be Issued upon Weighted-Average under Equity
Exercise of Exercise Price of Compensation Plans
Outstanding Options, Outstanding Options, (excluding securities
Warrants and Rights Warrants and Rights reflected in column
Plan Category (a) (b) (a))
(c) (1)
----------------------- ----------------------- ------------------------

Equity compensation plans
approved by security holders 759,000 $10.91 1,676,000
Equity compensation plans not
approved by security holders - (Not applicable) -
------------- ---------------- ----------------
Total 759,000 $10.91 1,676,000
============= ================

(1) As of January 30, 2004, 300,000 shares are available for future
issuance due to the January 29, 2004 termination of the 1994 Employee
Incentive Plan. Up to an additional 100,000 shares will be added to the
available shares on the first day of each calendar year through 2013.

Employment Agreements, Termination of Employment, and Change in Control

The Company is required to pay Mr. Cornwell additional compensation in the
event his employment is terminated as a result of a change in control at the
election of the Company or by the mutual agreement of Mr. Cornwell and the
Company. Under the agreement, the additional compensation that the Company is
required to pay Mr. Cornwell is equal to his last three years' income inclusive
of salary and bonus, and the appreciation of stock value for awarded options
above the option exercise price. In the event of a change in control, the
Company will also pay Mr. Cornwell incentive compensation equal to about 1% of
the excess value per share paid by an acquiring company that exceeds $14.00 per
share.

The Company is required to pay all other optionees under employee and
outside director's option plans, the appreciation of stock value for awarded
options above the option exercise price in the event of a change of control of
the Company.

The Company presently has no other employment agreements in the United
States. In Ireland, the Company is subject to providing certain advance notice
to its employees in the event of termination. Under the terms of employment
grants awarded as incentives by the Industrial Development Agency (Ireland), the
Company may be obligated to repay grants during a five-year period if employment
declined from levels at which grants were claimed by UTMD.

BOARD OF DIRECTORS and BOARD COMMITTEE REPORTS

The directors held four meetings during 2003 and one meeting to date in
2004. All of the directors attended all meetings during their respective
incumbencies, with the sole exception that Dr. Payne missed the October 2003
meeting, but later reviewed and concurred with all resolutions.

The Company has Executive, Audit, Nominating, and Compensation and
Option Committees. The current members of the Company's committees are
identified in the preceding table.

The Executive Committee held two formal meetings during 2003, and one
meeting to date in 2004. In addition, the Committee met informally about once
per month. At its formal meetings, the Committee passed resolutions on behalf of
the Board of Directors.

The Audit Committee met twice during 2003 and once to date in 2004 to
review the results of the 2002 audit by Tanner + Co., and the 2003 audit by
Jones Simkins, P.C., UTMD's independent auditors for the years noted. The Audit
Committee selects the Company's independent accountants, approves the scope of
audit and related fees, and reviews financial reports, audit results, internal
accounting procedures and programs to comply with applicable requirements
relating to financial accountability.

The Nominating Committee met informally during 2003. The Nominating
Committee, which is comprised of the three independent members of the Board of
Directors, takes the lead in nominating new directors. The Nominating Committee
will consider nominees recommended by shareholders. In accordance with the
Company's Bylaws, shareholders' nominations for election as directors must be
submitted in writing to the Company at its principal offices not less than 30
days prior to the Annual Meeting at which the election is to be held (or if less
than 40 days' notice of the date of the Annual Meeting is given or made to
shareholders, not later than the tenth day following the date on which the
notice of the Annual Meeting was mailed).

When considering candidates for directors, the Nominating Committee takes
into account a number of factors, including the following:

o judgment, skill, integrity and reputation;

o whether the candidate has relevant business experience;

o whether the candidate has achieved a high level of professional
accomplishment;

o independence from management under both Nasdaq and Securities and
Exchange Commission definitions;

o existing commitments to other businesses;

o potential conflicts of interest with other pursuits;

o corporate governance background and experience;

o financial and accounting background that would permit the candidate to
serve effectively on the Audit Committee;

o age, gender, and ethnic background; and

o size, composition, and experience of the existing Board of Directors.

The committee will also consider candidates for directors suggested by
stockholders using the same considerations. Stockholders wishing to suggest a
candidate for director should write to Nominating Committee, c/o Utah Medical
Products, Inc., 7043 South 300 West, Midvale, UT 84047 and include:

o a statement that the writer is a stockholder and is proposing a
candidate for consideration by the committee;

o the name of and contact information for the candidate;

o a statement that the candidate is willing to be considered and would
serve as a director if elected;

o a statement of the candidate's business and educational experience
preferably in the form of a resume or curriculum vitae;

o information regarding each of the factors identified above, other than
facts regarding the existing Board of Directors, that would enable the
committee to evaluate the candidate;

o a statement detailing any relationship between the candidate and any
customer, supplier, or competitor of the Company; and

o detailed information about any relationship or understanding between
the stockholder and the proposed candidate.

Before nominating a sitting director for reelection at an annual meeting,
the committee will consider:

o the director's performance on the Board of Directors and attendance at
Board of Directors' meetings; and

o whether the director's reelection would be consistent with the
Company's governance guidelines and ability to meet all applicable
corporate governance requirements.

When seeking candidates for director, the committee may solicit suggestions
from incumbent directors, management or others. After conducting an initial
evaluation of the candidates, the committee will interview that candidate if it
believes the candidate might be suitable for a position on the Board of
Directors. The committee may also ask the candidate to meet with management. If
the committee believes the candidate would be a valuable addition to the Board
of Directors, it will recommend to the full Board of Directors that candidate's
nomination.

The Nominating Committee operates under a written charter that is available
for review at www.utahmed.com.

The Compensation and Option Committee, comprised of three outside directors
as indicated in the table above, consulted by telephone and met once formally in
early 2004 to review 2003 management performance, recommend compensation, and
develop compensation strategies and alternatives throughout the Company,
including those discussed in the committee's report contained in this Proxy
Statement. The deliberations culminated in recommendations at the February 2004
Board meeting.

In July 2003, the Board of Directors discontinued the Compliance Committee
as a standing committee in favor of ongoing review of compliance by the full
Board of Directors. In each 2003 board meeting, after receiving the Company's
routine compliance reports, the Board reviewed compliance by UTMD and its
personnel, including executive officers and directors, with applicable
regulatory requirements as well as the Company's own compliance policy, and
compared its established policies and procedures for compliance with current
applicable laws and regulations, under the guidance of Corporate Counsel.

The policy of the Company is that each member of the Board of Directors is
encouraged, but not required, to attend the Annual Meeting.

Stockholder Communications with Directors

UTMD stockholders who want to communicate with the Board, any of its
committees, or with any individual director can write to the Company at 7043
South 300 West, Midvale, UT 84047. Such letter should indicate that it is from a
UTMD stockholder. Depending upon the subject matter, management will:

o forward the communication to the director, directors, or committee to
whom it is addressed;

o attempt to handle the inquiry directly if it is a request for
information about UTMD or other matter appropriately dealt with by
management; or

o not forward the communication if it is primarily commercial in nature
or if it relates to an improper or irrelevant topic.

At each Board of Directors' meeting, a member of management will present a
summary of communications received since the last meeting that were not
forwarded to the directors and make those communications available to the
directors on request.

Report of the Audit Committee

The Audit Committee of the Board of Directors is composed of three
directors, all of whom are independent as defined in Nasdaq Stock Market Rule
4200(a)(15) and under Rule 10A-3(b)(1) adopted pursuant to the Securities
Exchange Act of 1934. The members of the Audit Committee are Stephen W. Bennett,
Ernst G. Hoyer and Barbara A. Payne. In July 2003, the Board of Directors
adopted an updated Audit Committee charter, which is attached as an appendix to
this Proxy Statement. Ernst G. Hoyer is the Board of Directors' designated Audit
Committee Financial Expert consistent with The Sarbanes-Oxley Act of 2002.

The Audit Committee oversees the financial reporting process for UTMD on
behalf of the Board of Directors. In fulfilling its oversight responsibilities,
the Audit Committee reviewed the annual financial statements included in the
annual report and filed with the Securities and Exchange Commission. The Audit
Committee confirmed that the independent auditors have been reviewing the
financial information included in the Company's 10-Q reports.

The Audit Committee met twice during 2003 and once to date in 2004 to
review the results of the 2002 audit by Tanner + Co, and the 2003 audit by Jones
Simkins, P.C., UTMD's independent auditors. In accordance with Statement on
Auditing Standards No. 61, discussions were held with management and the
independent auditors regarding the acceptability and the quality of the
accounting principles used in the reports. These discussions included the
clarity of the disclosures made therein, the underlying estimates and
assumptions used in the financial reporting, and the reasonableness of the
significant judgments and management decisions made in developing the financial
statements. In addition, the Audit Committee has discussed with the independent
auditors their independence from the Company and its management, including the
matters in the written disclosures required by Independence Standards Board
Standard No. 1 and The Sarbanes-Oxley Act of 2002.

The Audit Committee has also met with Company management and its
independent auditors and discussed issues related to the overall scope and
objectives of the audits conducted, the internal controls used by the Company,
the openness and honesty of management, auditor verification of information
provided by management, quality control procedures used by auditors in
performing the independent audit, and any possible conflicts of interest. The
committee elicited recommendations for improving UTMD's internal control
procedures. The independent auditors made no such recommendations.

Pursuant to the reviews and discussions described above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2003, for filing with the Securities and Exchange
Commission.

Signed and adopted by the Audit Committee this 2nd day of March, 2004:

Ernst G. Hoyer
Stephen W. Bennett
Barbara A. Payne

Report of the Compensation and Option Committee
-----------------------------------------------

General

Under the supervision of the Compensation and Option Committee, the Company
has developed and implemented compensation policies, plans, and programs that
seek to enhance the long-term profitability and growth of the Company, and thus
shareholder value, by aligning closely the financial interests of the Company's
senior managers and other key employees with those of its shareholders. The
Compensation and Option Committee of the Board of Directors is responsible for
evaluating and recommending specific executive compensation for formal Board
approval on an annual basis.

The Company applies a consistent philosophy to compensation for all
employees, including senior management. The philosophy is based on the premise
that the achievements of the Company result from the coordinated efforts of all
individual employees working toward common objectives. The Company strives to
achieve those objectives through teamwork that is focused on meeting the needs
and expectations of customers and shareholders.

There are seven basic objectives for the Company's compensation program:

(1) Pay for Performance. The basic philosophy is that rewards are provided
for the long-term value of individual contribution and performance to the
Company. Rewards are both recurring (e.g., base salary) and non-recurring (e.g.,
bonuses), and both financial and non-financial (e.g., recognition and time off).

(2) Provide for Fairness and Consistency in the Administration of Pay.
Compensation is based on the value of the job, what each individual brings to
the job, and how well each individual performs on the job, consistently applied
across all functions of the Company.

(3) Pay Competitively. The Company believes it needs to attract and retain
the best people in the industry in order to achieve one of the best performance
records in the industry. In doing so, the Company needs to be perceived as
rewarding well, where competitive compensation includes the total package of
base pay, bonuses, awards, and other benefits.

(4) Conduct an Effective Performance Review Process. The Company believes
it needs to encourage individual employee growth and candidly review each
individual's performance in a timely way. This feedback process is bilateral,
providing management with an evaluation of the Company through the eyes of its
employees.

(5) Effectively Plan and Administer the Compensation Program. Expenditures
for employee compensation must be managed to what the Company can afford and in
a way that meets management goals for overall performance and return on
shareholder equity.

(6) Communicate Effectively. The Company believes that an effective
communication process must be employed to assure that its employees understand
how compensation objectives are being administered and met.

(7) Meet All Legal Requirements. The compensation program must conform to
all state and federal employment laws and guidelines.

The Company uses essentially five vehicles in its compensation program.

(1) Salary. UTMD sets base salaries by reviewing the aggregate of base
salary and annual bonus for competitive positions in the market. Executive base
salaries are set at the beginning of each calendar year by the Board of
Directors. For senior management, base salaries are fixed at levels somewhat
below the competitive amounts paid to senior management with comparable
qualifications, experience, and responsibilities at other similarly sized
companies engaged in the same or similar businesses. Then, annual bonuses and
longer term incentive compensation are more highly leveraged and tied closely to
the Company's success in achieving significant financial and non-financial
goals.

(2) Bonuses. UTMD's Management Bonus Plan, which pays sales, research and
development, and management bonuses, is generated out of an annual pretax
profit-sharing pool, calculated after the year-end independent financial audit
has been completed. The Board of Directors has approved 4% of pretax, prebonus
earnings, plus 10% of pretax, prebonus earnings improvements over the prior
year's results, as an allocation for the plan. For example, if the Company
achieves 20% growth in pretax earnings, the sales, research and development, and
management bonus pool will accrue 6% of pretax, prebonus earnings, which will be
paid under recommendation of the Compensation and Option Committee and approved
by the Board.

UTMD's management personnel, beginning with the first level of supervision
and professional management, and including certain non-management specialists
and technical people, together with all direct sales representatives, are
eligible as participants in the Management Bonus Plan. In 2003, eighty-nine
participants were included in the plan. The Management Bonus Plan also funded
extraordinary performance bonuses paid to twenty-seven employees during the
year, attendance bonuses paid to 102 non-exempt employees, and holiday gifts to
all employees.

The Company makes occasional cash awards, in amounts determined on an
individual basis, to employees who make extraordinary contributions to the
performance of the Company within a given period. These payments are made as
frequently and contemporaneously as possible to recognize excellent
accomplishments when they occur. The awards are funded from the accrued plan
described above, and therefore do not impact the Company's financial
performance. Senior management is not eligible for these awards.

For 2003, executive management listed in the table on page 5 received a
total bonus of $228,000, which was equal to about 48% of aggregate income and
about 47% of the pool accrued per the formula above. Actual individual bonuses
result from the Compensation and Option Committee's assessment and the Board's
approval of each senior executive's achievement of specific objectives and value
of both short-term and long-term contribution to the Company's overall
performance.

(3) Employee Stock Options. The Compensation and Option Committee believes
that its awards of stock options have successfully focused the Company's key
management personnel on building profitability and shareholder value. The Board
of Directors considers this policy highly contributory to growth in future
shareholder value. The number of options awarded in 2003 reflects the judgment
of the Board of the number of options sufficient to constitute a material,
recognizable benefit to recipients. No explicit formula criteria were utilized,
other than minimizing dilution to shareholder interests. When taken together
with the share repurchase program, the net result of the option program over the
last five years has been awarding option shares to key employees at a higher
price, and in substantially smaller amounts, than shares actually repurchased in
the open market during the same time period. In 1994, shareholders approved the
1994 Employee Stock Option Plan under which up to two million shares could be
granted to employees within a ten-year term. The 1994 Plan expired On January
29, 2004, with about 1,200,000 of the two million authorized option share limit
expiring because they were never granted. During the same period, UTMD has
repurchased over seven million of its shares in the open market. At the 2003
Annual Meeting, shareholders approved the 2003 Employee's and Director's
Incentive Plan, under which up to 1.2 million shares may be granted over the
ten-year life of the plan. No shares have yet been granted under the 2003 Plan.

The Board of Directors ordinarily awards employee options each year at its
regularly scheduled Board meeting following the audited close of the prior
year's financial performance. During 2003, the Board of Directors approved
awards to 72 employees of options to purchase a total of 52,200 shares at a
price of $17.71 per share. No options in 2003 were awarded to executive
management listed on page 5.

Of the 52,200 options granted to employees in 2003, options representing
4,000 shares have been canceled after termination of services. Employee options
vest over a four-year period, with a ten-year exercise period. Management
expects to recommend additional options be awarded on an annual basis to the
Company's key employees based on its belief that sharing the wealth of the
Company with those who help create it is the best way to assure growth in
shareholder value. In January 2004, the Board of Directors authorized the CEO to
award to employees, during 2004, options to purchase a total of 170,000 shares.
On January 29, 2004, options for 121,200 shares were awarded at an exercise
price of $25.59 per share. The options vest over a four-year period from the
grant date. Included in the January 29 award were options on 50,000 shares
granted to executive management listed on page 5.

(4) 401(k) Retirement Plan. The Compensation and Option Committee believes
that a continuance of the Company plan instituted in 1985 is consistent with
ensuring a stable employment base by helping to provide Company employees with a
vehicle to build long-term financial security. The Company matched a portion of
employee contributions in 2003 and paid administrative expenses at a total cost

of about $97,000. Of this total amount, executive management received $5,600.
For 2004, the Board of Directors has approved continuing the matching formula of
40% of employee contributions, up to certain limits, for employees who meet
eligibility requirements.

(5) Group Benefit Plan. The Company provides a group health, dental, and
life insurance plan for its employees consistent with self-funded group plans
offered by other similar companies. A portion of the monthly premium cost is
generally paid by plan participants. Prior to 1998, all employees, including
executive officers and senior managers, paid premiums on the same basis. Between
1998 and 2002, employees being paid wages at a rate of $9.50 or less per hour
were provided a 25% discount to the standard premium rates. In 2003, employees
with a base annual salary over $45,000 began paying 10-20% more than the
standard premium rates, and employees being paid at a rate of $10.50 or less per
hour were provided a 25% discount to standard premiums paid by other employees.

Executive Officer Compensation

Utilizing the compensation objectives and vehicles outlined previously, the
Compensation and Option Committee, comprised of all three outside directors,
established base compensation for the CEO. The Committee used surveys of similar
companies selected from among the companies with which UTMD's stock is compared
in the Stock Performance Chart on page 14, based on variations in industry type,
geographic location, size, and profitability as the Committee deemed
appropriate. Base salary was fixed at a level somewhat below the competitive
amounts paid to executive officers with comparable qualifications, experience
and responsibilities at other similarly sized companies engaged in the same or
similar businesses. The annual bonus and long-term incentive compensation in the
form of stock options were more highly leveraged and tied closely to the
Company's success in achieving significant financial and non-financial goals.

The annual bonus for the CEO was awarded on the same basis as all employees
included in the Management Bonus Plan. At the beginning of the year, plan
participants were awarded participation units in the bonus plan, proportional to
base salary and responsibility, based on the Committee's determination of the
relative contribution expected from each person toward attaining Company goals.
Each individual's performance objectives, derived as the applicable contribution
needed from that executive to achieve the Company's overall business plan for
the year, were reviewed by the Committee. These goals included financial and
non-financial goals. Financial goals included net sales, gross profit margin,
operating margin, after-tax profits, return on equity, and particularly in the
case of the CEO, growth in earnings per share. Non-financial goals included
continuing the development of a talented and motivated team of employees,
conceiving and implementing programs to maintain competitive advantages and to
achieve consistent earnings per share growth, reacting to competitive
challenges, developing business initiatives to further support critical mass in
a consolidating marketplace, promoting the Company's participation in socially
responsible programs, protecting intellectual property, maintaining compliance
with regulatory requirements, achieving a high regard for the integrity of the
Company and its management, and minimizing issues that represent significant
business risk factors.

The amount of bonus paid to the CEO was based on the Committee's evaluation
of his success in meeting the respective shorter term performance objectives,
supplemented by the Committee's evaluation of his performance and contribution
in meeting the Company's longer term financial and non-financial objectives. In
2003, all profitability and cash flow financial measures set in the operating
plan at the beginning of the year were met, but targeted sales volume was not
met. UTMD achieved annual performance records in gross profit margin, operating
profit margin, and net profit margin. In addition, senior management achieved
the important outcome of finally favorably concluding the seven year-long patent
infringement lawsuit against Tyco International. Excluding the Tyco damages
award, UTMD's 2003 earnings per share (eps) increased 10%. However, management
has achieved its primary financial objective of 20% compounded annual eps growth
for the last six consecutive years combined. The average bonus paid to
management participating in UTMD's 2003 Management Bonus Plan was 93% of the
prior year. Based on the recommendation of the Compensation and Option Committee
in early 2004, the Board of Directors awarded the CEO a bonus for 2003 of
$228,000 under the Management Bonus Plan, which was 93% of the prior year's
bonus. In addition, the Board set the CEO's calendar 2004 base salary at
$250,510. In addition, to recognize the CEO's primary role in achieving the
favorable litigation outcome vs. Tyco, the Board authorized payment of a special

bonus of $280,000 upon receipt of the Tyco payment for damages and interest,
which was received on January 20, 2004 in the amount of $30,944,162.22.

The Committee intends that stock options serve as a significant component
of the CEO's total compensation package in order to retain his efforts on behalf
of the Company and to focus his efforts on enhancing shareholder value. 50,000
options were awarded in January 2004 at an exercise price of $25.59 per share.
No CEO options had been awarded from1999 through 2003.

The foregoing report has been furnished by: Stephen W. Bennett
Ernst G. Hoyer
Barbara A. Payne

Compensation and Option Committee Interlocks and Insider Participation

The members of the Compensation and Option Committee are Stephen W.
Bennett, Ernst G. Hoyer, and Barbara A. Payne. No member of such committee is a
present or former officer of the Company or any subsidiary. There are no other
interlocks. No member of such Committee, his or her family, or his or her
affiliate was a party to any material transactions with the Company or any
subsidiary since the beginning of the last completed fiscal year. No executive
officer of the Company serves as an executive officer, director, or member of a
compensation committee of any other entity, an executive officer or director of
which is a member of the Compensation and Option Committee of UTMD.

Outside Directors' Compensation

In 2003, outside (non-employed) directors received cash compensation of
$19,000 each ($23,000 total for executive committee members and $25,000 total
for the chairman of the audit committee) plus reimbursement of expenses in
attending meetings.

In 1994, shareholders approved the 1993 Directors' Stock Option Plan under
which up to 80,000 shares per year could be granted to outside directors over a
ten-year term. The 1993 Plan expired in September 2003. Of the aggregate 800,000
option share limit, 614,000 shares expired since they were never granted.
Current outside directors, sensitive to the issue of shareholder dilution, did
not approve an award of outside director options in the three years 2000-2002.
On September 8, 2003, the Board of Directors awarded options to outside
directors in the aggregate amount of 30,000 shares at an exercise price of
$24.02 per share. The options vest over a four year period from the grant date.
Since the prior award of options to outside directors in January 1999, UTMD had
reduced its outstanding shares by almost 4 million shares, and the market price
per share has more than tripled. The purpose of the Directors' Stock Option
Plan, as ratified and approved by the shareholders at the 1994 annual meeting,
was to aid the Company in retaining outside directors without interlocking
interests, and to provide directors with an incentive to use their best efforts
to promote the success of UTMD's business consistent with all shareholders'
interests.

In 2003, outside directors exercised 27,587 option shares that were granted
between 1993 and 1999. None of the shares acquired upon the 2003 exercise of the
options has been sold. Outside director options outstanding represent about 18%
of total Company options awarded and uncanceled since 1993. The Company is
required to pay optionees under the outside directors' option plan the
appreciation of stock value for issued options above the option exercise price
in the event of a change of control of the Company.

STOCK PERFORMANCE CHART

The following chart compares what an investor's five-year cumulative total
return (assuming reinvestment of dividends) would have been assuming initial
$100 investments on December 31, 1998, for the Company's Common Stock and the
two indicated indices. The Company's Common Stock traded on the Nasdaq National
Market from December 1983 until December 26, 1996, when it began trading on the
New York Stock Exchange. On March 8, 2000, the Company's stock began trading
once again on the Nasdaq National Market.

Cumulative shareholder return data respecting the Nasdaq Stock Market (U.S.
and Foreign) are included as the comparable broad market index. The peer group
index is all Nasdaq Stocks with Standard Industrial Classification (SIC) codes
3840-3849. UTMD's primary SIC code is 3841. In past years, UTMD has used as its
peer index Nasdaq Stocks with SIC codes 3800 through 3899 for U.S. Companies.
UTMD changed to a narrower peer group, Nasdaq companies with SIC codes
3840-3849, all of which are in the medical devices business. The prior index
included a broader category of companies including those in the measuring
instruments, photo, optical goods and timepieces industries, in addition to
companies in the medical devices industry.

Five-Year Cumulative Total Returns

[GRAPHIC OMITTED]

Dec-98 Dec-99 Dec-00 Dec-01 Dec-02 Dec-03
------ ------ ------ ------ ------ ------

Utah Medical Products, Inc. 100 100.0 114.3 207.4 291.0 398.3
Nasdaq Stock Market (US & Foreign) 100 186.4 112.7 88.9 61.2 92.3
Nasdaq Stocks (SIC 3840-3849) Medical Devices, 100 121.1 124.9 137.3 111.1 164.3
Instruments and Supplies

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INDEPENDENT PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------

The Board of Directors retained Jones Simkins, P.C. as the Company's
auditor and independent certified public accountants for the year ended December
31, 2003. For the prior two years ended December 31, 2001 and 2002, the Board
retained Tanner + Co. as the Company's auditor and independent certified public
accountants. The selection of the Company's auditors for the current fiscal year
is not being submitted to the shareholders for their consideration in the
absence of a requirement to do so. The selection of the independent auditors for
2004 will be made by the Company's Audit Committee of the Board of Directors, at
such time as they may deem it appropriate. There are and have been no
disagreements on accounting policies or practices between the Company and either
its current or past auditors.

Representatives of Jones Simkins, P.C. will be present at the Annual
Meeting and have the opportunity to make a statement, if they desire to do so,
and to be available to respond to appropriate shareholder questions.

Audit Fees

During 2003 and 2002, UTMD paid Tanner + Co. $43,660 and $38,450,
respectively, for professional services rendered for the audit of its annual
financial statements and for reviews of the financials included in UTMD's
quarterly reports on Form 10-Q.

Audit-Related Fees

UTMD did not pay Tanner + Co. or Jones Simkins, P.C. any audit-related fees
during 2003 or 2002.

Tax Fees

During 2003 and 2002, UTMD paid Tanner + Co. $26,075 and $22,410,
respectively, for tax filing, preparation, and tax advisory services.

All Other Fees

During 2003, prior to being retained as auditor and independent certified
public accountants for year ended December 31, 2003, Jones Simkins, P.C.
received $30,458 for accounting services. UTMD paid no other fees to Jones
Simkins, P.C. in 2002, and paid no other fees to Tanner + Co. in either 2003 or
2002.

Audit Committee Policy and Approval

The engagements of UTMD's auditors to perform all of the above-described
services were approved by the Audit Committee before UTMD entered into the
engagements, and the policy of the Audit Committee is to require that all
services performed by the independent auditor be preapproved by the Audit
Committee before the services are performed.

Auditor Independence

The Audit Committee has considered whether the provision of the services
rendered for nonaudit matters is compatible with maintaining Jones Simkins'
independence and concluded that its independence was not impaired by performing
such work for the Company.

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SHAREHOLDER PROPOSALS
--------------------------------------------------------------------------------

No proposals have been submitted by shareholders of the Company for
consideration at the Annual Meeting. It is anticipated that the next Annual
Meeting of Shareholders will be held during May 2005. Shareholders may present
proposals for inclusion in the Proxy Statement to be mailed in connection with
the 2005 Annual Meeting of Shareholders of the Company, provided such proposals
are received by the Company no later than November 21, 2004, and are otherwise
in compliance with applicable laws and regulations and the governing provisions
of the Articles of Incorporation and Bylaws of the Company.

--------------------------------------------------------------------------------
MISCELLANEOUS
--------------------------------------------------------------------------------

Other Business

Management does not know of any business other than that referred to in the
Notice that may be considered at the Annual Meeting. If any other matters should
properly come before the Annual Meeting, it is the intention of the persons
named in the accompanying form of proxy to vote the proxies held by them in
accordance with their best judgment.

In order to assure the presence of the necessary quorum and to vote on the
matters to come before the Annual Meeting, please indicate your choices on the
enclosed proxy and date, sign, and return it promptly in the envelope provided.
Whether or not you sign a proxy, we encourage you to attend the meeting.

By Order of the Board of Directors,
UTAH MEDICAL PRODUCTS, INC.

/s/ Kevin L. Cornwell

Salt Lake City, Utah Kevin L. Cornwell
March 19, 2004 Chairman and CEO