SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                              Form 10-C

           REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                     INTERDEALER QUOTATION SYSTEM
            FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17
                         OR 15d-17 THEREUNDER
                        
                        Protocol Systems, Inc.
            (Exact name of issuer as specified in charter)

         8500 S.W. Creekside Place, Beaverton, Oregon  97008
               (Address of principal executive offices)

    Issuer's telephone number, including area code   (503) 526-8500
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              I. CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of 5% or more in the number
of shares outstanding:

1. Title of security                                Common Stock

2. Number of shares outstanding before the change   7,443,095

3. Number of shares outstanding after the change    8,654,195

4. Effective date of change                         July 10, 1996

5. Method of Change:
Specify method (such as merger, acquisition, exchange, distribution,
stock split, reverse split, acquisition of stock for treasury, etc.)

Acquisition

Give brief description of transaction

1,211,100 shares of Protocol Systems, Inc. ("Protocol") Common Stock
were issued to shareholders of Pryon Corporation ("Pryon") in 
connection with the merger of Protocol Merger Corporation, a 
wholly-owned  subsidiary of Protocol, with and into Pryon on 
July 10, 1996.

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                     II. CHANGE IN NAME OF ISSUER

1. Name prior to change

2. Name after change

3. Effective date of charter amendment changing name

4. Date of shareholder approval of change, if required


Date  July 19, 1996                          /s/ Craig M. Swanson
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                                             (Officer's signature
                                              & title)
                                             Craig M. Swanson,
                                             Vice President, Chief 
                                             Financial Officer and
                                             Secretary