When Physio-Control Corp. changes ownership next month, it will apparently be in the hands of a company that wants it, not one that wants to unload it.

Eli Lilly & Co. of Indianapolis, which bought Physio in 1980, said yesterday it will sell the Redmond maker of heart-saving devices to Bain Capital Inc. of Boston for an undisclosed price.

Analysts speculated that Bain bought Physio for $200 million to $300 million. Lilly paid about $140 million for Physio, which had been a publicly owned company.

The announcement ended months of anxiety among Physio employees about the company's future. "We feel very good about this, and it reduces the uncertainty for us," said Sandy Higgins, a company spokeswoman.

Steve Pagliuca, managing director of Bain Capital and Physio's new chairman, said, "We are excited about the prospect of working with Physio-Control's management team to continue to provide the highest-quality life-saving devices to the emergency medical industry," Pagliuca said.

Physio employees who met Pagliuca said they got no indication that any layoffs were contemplated.

Physio designs and makes defibrillators, which are used to restart hearts of victims of cardiac arrest.

The company has about 925 employees and in 1991 had peak sales of $158 million. However, Physio sales plunged in 1992, when the Food and Drug Administration halted production of three of the company's core products.

Production has resumed, but analysts do not expect Physio to reach its 1991 sales level until next year.

Lilly said the sale to Bain is expected to close by Aug. 1.

Bain manages more than $500 million in equity capital. Its investors include private individuals and university endowment funds.

Bain has acquired more than 40 companies in the health care, information, retail, manufacturing and consumer products industries. Its businesses include Staples, Brookstone, Corporate Software, Bealls, Mothercare Stores and Palais Royal.

Last month, Bain bought Totes Inc., the country's leading maker of umbrellas and other rain gear. Other recent acquisitions include Gilbert Engineering, a maker of specialty connectors for cable televisions and other electronic products, and Duane Reade, a drugstore chain.

Typically, Bain installs one or more of its managing directors on the boards of companies it acquires.

Many of Bain's acquisitions have later been brought to successful public stock offerings, suggesting Physio could someday return to its former status as a publicly traded company.

Last January, Lilly announced it wanted to sell Physio as part of a plan to separate its medical devices and diagnostics businesses from its pharmaceutical business.

In June, Lilly said it will form a new public company, Guidant Corp., from five of its nine medical devices and diagnostics businesses. Physio was not included in that announcement.

Physio has always had a strong corporate culture that emphasizes employee morale. Bain was chosen as a buyer for Physio partly because of "their approach to the Physio Control team members," said Ronald Dollens, president of Lilly's medical devices and diagnostics division.

"Bain has a philosophy that is consistent with Lilly's, including personnel policies and programs that recognize the value of employees," he said.