<PAGE>   1
     As filed with the Securities and Exchange Commission on April 24, 1997

                                                      REGISTRATION  NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                               _______________

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               _______________

                             AMERICAN BIOMED, INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                         76-0136574
    (State or other jurisdiction                            (I.R.S. Employer
  of incorporation or organization)                      Identification Number)
                                           
                          10077 GROGANS MILL ROAD #100
                           THE WOODLANDS, TEXAS 77380
                                 (281) 367-3895
  (Address, including zip code, and telephone number, including area code, of
                  registrant's principal executive offices)

                             AMERICAN BIOMED, INC.
                           1996 INCENTIVE STOCK PLAN
                              (Full Title of Plan)

                                STEVEN B.  RASH
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             AMERICAN BIOMED, INC.
                          10077 GROGANS MILL ROAD #100
                           THE WOODLANDS, TEXAS 77380
                                 (281) 367-3895
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                With copies to:

                              DANIEL S. GREENSPAN
                            PORTER & HEDGES, L.L.P.
                           700 LOUISIANA, SUITE 3400
                             HOUSTON, TEXAS  77002
                                 (713) 226-0600

                       _________________________________


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
                                                              Proposed                  
                                                              Maximum              Proposed         
         Title of                         Amount to           Offering          Maximum Aggregate     Amount of            
Securities to be Registered             be registered(1)   Price Per Share(2)   Offering Price(2)  Registration Fee
------------------------------------------------------------------------------------------------------------------- 
<S>                                         <C>                 <C>               <C>                  <C>
 Common Stock, par value $.001 per share  1,500,000             $0.9375           $1,406,250           $427
====================================================================================================================
</TABLE>

(1)      Pursuant to Rule 416(a), also registered hereunder is an indeterminate
         number of shares of Common Stock issuable as a result of the
         anti-dilution provisions of the American Biomed, Inc. 1996 Incentive
         Stock Plan (the "Plan").

(2)      Pursuant to Rule 457(h), the registration fee is calculated with
         respect to the maximum number of the registrant's securities issuable
         under the Plan.

(3)      Pursuant to Rule 457(c), the registration fee for these shares is
         calculated based on the average of the bid and asked price per share 
         of the Common Stock, as reported by the NASD's OTC Bulletin Board(R) 
         on April 22, 1997.






<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         American BioMed, Inc., a Delaware company, ("the Company") hereby
incorporates by reference into this registration statement (the "Registration
Statement") (i) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 as filed with the Securities and Exchange Commission
(the "Commission"); and (ii) the description of the Company's Common Stock
contained in the Company's Form 8-A, dated October 11, 1991, including any
amendments or reports filed for the purpose of updating such description.  All
other reports filed by the Company pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1996 are hereby incorporated herein by
reference.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
filing date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

         The Company will provide, without charge, to each participant in the
Company's 1996 Incentive Stock Plan (the "Plan"), on written or oral request of
such person, a copy (without exhibits, unless such exhibits are specifically
incorporated by reference) of any or all of the documents incorporated by
reference pursuant to this Item 3.  All such requests should be directed to
American BioMed, Inc., 10077 Grogans Mill Road #100, The Woodlands, Texas
77380, Attention: Steven B. Rash, telephone number (281) 367-3895.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law (the "DGCL")
permits a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action.

         In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees,
actually and reasonably incurred in connection with the defense or settlement
of such action, and the corporation may not indemnify for amounts paid in
satisfaction of a judgment or in settlement of the claim.  In any such action,
no indemnification may be paid in respect of any claim, issue or matter as to
which such person shall have been adjudged liable to the corporation except as
otherwise approved by the Delaware Court of Chancery or the court in which the
claim was brought.  In any other type of proceeding, the indemnification may
extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceeding, as well as to
expenses.





                                      II-2
<PAGE>   3
         The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interests of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful.  The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation.  The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (1) by a majority vote
of a quorum of disinterested members of the board of directors, (2) by
independent legal counsel in a written opinion, if such a quorum does not exist
or if the disinterested directors so direct, or (3) by the stockholders.

         The Company's Certificate of Incorporation requires the Company to
indemnify its directors and officers to the fullest extent permitted by Section
145 of the DGCL.   In addition, the Company maintains directors' and officers'
liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

          4.1      The American BioMed, Inc. 1996 Incentive Stock Plan
                   (incorporated by reference to the Company's Proxy Statement
                   for the November 22, 1996 Annual Meeting)
                  
          5.1      Opinion of Porter & Hedges, L.L.P.
                  
         23.1      Consent of Coopers & Lybrand L.L.P
                  
         23.2      Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)
                  
         24.1      Power of Attorney (included on the signature page hereto)
         
ITEM 9.  UNDERTAKINGS.

         A.      Undertaking to Update

                 The undersigned registrant hereby undertakes:

                          (1)  To file, during any period in which offers or
                 sales are being made, a post-effective amendment to this
                 registration statement:

                                  (i)  To include any prospectus required by
                          section 10(a)(3) of the Securities Act of 1933;

                                  (ii)  To reflect in the prospectus any facts
                          or events arising after the effective date of the
                          registration statement (or the most recent
                          post-effective amendment thereof) which, individually
                          or in the aggregate, represent a fundamental change
                          in the information set forth in this Registration
                          Statement.  Notwithstanding the foregoing, any
                          increase or decrease in volume of securities offered
                          (if the total dollar value of securities offered
                          would not exceed that which was registered) and any
                          deviation from the low or high and of the estimated
                          maximum offering range may be reflected in the form
                          of a prospectus filed with the Commission pursuant to
                          Rule 424(b) if, in the aggregate, the changes in
                          volume and price





                                      II-3
<PAGE>   4
                          represent no more than a 20 percent change in the
                          maximum aggregate offering price set forth in the
                          "Calculation of Registration Fee" table in the
                          effective registration statement.
        
                                  (iii)  To include any material information
                          with respect to the plan of distribution not
                          previously disclosed in the registration statement or
                          any material change to such information in this
                          Registration Statement;

                 Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) of
                 this section do not apply if the information required to be
                 included in a post-effective amendment by those paragraphs is
                 contained in periodic reports filed by the registrant pursuant
                 to Section 13 or Section 15(d) of the Exchange Act, that are
                 incorporated by reference in this Registration Statement.

                          (2)  That, for the purpose of determining any
                 liability under the Securities Act, each such post-effective
                 amendment shall be deemed to be a new registration statement
                 relating to the securities offered therein, and the offering
                 of such securities at that time shall be deemed to be the
                 initial bona fide offering thereof.

                          (3)  To remove from registration by means of a
                 post-effective amendment any of the securities being
                 registered which remain unsold at the termination of the
                 offering.

         B.      Undertaking With Respect to Documents Incorporated by Reference

                 The undersigned registrant hereby undertakes that, for
                 purposes of determining any liability under the Securities Act
                 of 1933, each filing of the registrant's annual report
                 pursuant to Section 13(a) or Section 15(d) of the Securities
                 Exchange Act of 1934 that is incorporated by reference in the
                 registration statement shall be deemed to be a new
                 registration statement relating to the securities offered
                 therein, and the offering of such securities at that time
                 shall be deemed to be the initial bona fide offering thereof.

         C.      Undertaking With Respect to Indemnification

                          Insofar as indemnification for liabilities arising
                 under the Securities Act may be permitted to directors,
                 officers and controlling persons of the registrant pursuant to
                 the foregoing provisions, or otherwise, the registrant has
                 been advised that in the opinion of the Securities and
                 Exchange Commission such indemnification is against public
                 policy as expressed in the Act and is, therefore,
                 unenforceable.  In the event that a claim for indemnification
                 against such liabilities (other than the payment by the
                 registrant of expenses incurred or paid by a director, officer
                 or controlling person of





                                      II-4
<PAGE>   5
                 the registrant in the successful defense of any action, suit or
                 proceeding) is asserted by such director, officer or
                 controlling person in connection with the securities being
                 registered, the registrant will, unless in the opinion of its
                 counsel the matter has been settled by controlling precedent,
                 submit to a court of appropriate jurisdiction the question
                 whether such indemnification by it is against public policy as
                 expressed in the Act and will be governed by the final
                 adjudication of such issue.
        




                            [SIGNATURE PAGE FOLLOWS]





                                      II-5

<PAGE>   6
                                   SIGNATURES

         In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form S-8 and has duly authorized this
registration statement to be signed on its behalf by the undersigned, in the
City of The Woodlands, State of Texas on April 24, 1997.


                                       AMERICAN BIOMED INC.
                                       
                                       
                                       By: /s/ STEVEN B. RASH   
                                          --------------------------------------
                                           Steven B. Rash,
                                           President and Chief Executive Officer


         We, the undersigned directors and officers of American BioMed, Inc.,
constitute and appoint Steven B. Rash or Colene Stigler Blankinship, or either
of them, our true and lawful attorneys and agents, to do any and all acts and
things in our name and on our behalf in our capacities as directors and
officers, and to execute any and all instruments for us and in our names in the
capacities indicated below, which said attorneys and agents, or either of them,
may deem necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the filing of
this Registration Statement, including specifically without limitation, power
and authority to sign for any of us, in our names in the capacities indicated
below, any and all amendments hereto; and we do each hereby ratify and confirm
all that the said attorneys and agents, or either of them, shall do or cause to
be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated on April 24, 1997.

<TABLE>
                 <S>                                             <C>
                         SIGNATURE                                               TITLE
                         ---------                                               -----
                                                                 
                                                                 
                   /s/ STEVEN B. RASH                                    Director, President,
 --------------------------------------------------------             and Chief Executive Officer                       
                       Steven B. Rash                            
                                                                                  
                                                                 
                  /s/ CLAUDIO GUAZZONI                                          Director
 --------------------------------------------------------                               
                      Claudio Guazzoni                           
                                                                                      
                /s/ LAWRENCE M. HOFFMAN                                         Director
 --------------------------------------------------------                               
                    Lawrence M. Hoffman                          
                                                                 
                                                                                       
                 /s/ RICHARD S. SERBIN                                          Director
 --------------------------------------------------------                               
                     Richard S. Serbin                           
                                                                                       
                                                                 
             /S/ COLENE STIGLER BLANKINSHIP                      Controller, Chief Accounting Officer,
 --------------------------------------------------------               Secretary and Treasurer                              
                 Colene Stigler Blankinship                      
 </TABLE>




                                      II-6
<PAGE>   7
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
 Exhibit                                                                                      
 Number                                     Description                                    
 ------                                     -----------                                    
<S>       <C>                                                                         
 4.1      The American BioMed, Inc. 1996 Incentive Stock Plan (incorporated by
            reference to the Company's Proxy Statement for the November 22,
            1996 Annual Meeting)  . . . . . . . . . . . . . . . . . . . . . . . . . . .

 5.1      Opinion of Porter & Hedges, L.L.P., as to the legality of the Common Stock  .

23.1      Consent of Coopers & Lybrand L.L.P. . . . . . . . . . . . . . . . . . . . . .

23.2      Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1). . . . . . . . .

24.1      Power of Attorney (included on the signature page of this Registration
            Statement)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>





                                      II-7
[{"type": "S-8", "sequence": "1", "description": "AMERICAN BIOMED, INC.", "secsgml_size_bytes": 21078}]
{"company-data": {"conformed-name": "AMERICAN BIOMED INC", "cik": "0000867572", "assigned-sic": "3841", "irs-number": "760136574", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25789", "film-number": "97586713"}, "business-address": {"street1": "10077 GROGANS MILL ROAD", "street2": "SUITE 100", "city": "WOODLANDS", "state": "TX", "zip": "77380", "phone": "7133673895"}, "mail-address": {"street1": "PO BOX 8429", "city": "WOODLANDS", "state": "TX", "zip": "77387"}}
1
     As filed with the Securities and Exchange Commission on April 24, 1997

                                                      REGISTRATION  NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                               _______________

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               _______________

                             AMERICAN BIOMED, INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                         76-0136574
    (State or other jurisdiction                            (I.R.S. Employer
  of incorporation or organization)                      Identification Number)
                                           
                          10077 GROGANS MILL ROAD #100
                           THE WOODLANDS, TEXAS 77380
                                 (281) 367-3895
  (Address, including zip code, and telephone number, including area code, of
                  registrant's principal executive offices)

                             AMERICAN BIOMED, INC.
                           1996 INCENTIVE STOCK PLAN
                              (Full Title of Plan)

                                STEVEN B.  RASH
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             AMERICAN BIOMED, INC.
                          10077 GROGANS MILL ROAD #100
                           THE WOODLANDS, TEXAS 77380
                                 (281) 367-3895
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                With copies to:

                              DANIEL S. GREENSPAN
                            PORTER & HEDGES, L.L.P.
                           700 LOUISIANA, SUITE 3400
                             HOUSTON, TEXAS  77002
                                 (713) 226-0600

                       _________________________________

                        CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                              Proposed                  
                                                              Maximum              Proposed         
         Title of                         Amount to           Offering          Maximum Aggregate     Amount of            
Securities to be Registered             be registered(1)   Price Per Share(2)   Offering Price(2)  Registration Fee
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001 per share  1,500,000             $0.9375           $1,406,250           $427
====================================================================================================================
(1)      Pursuant to Rule 416(a), also registered hereunder is an indeterminate
         number of shares of Common Stock issuable as a result of the
         anti-dilution provisions of the American Biomed, Inc. 1996 Incentive
         Stock Plan (the "Plan").

(2)      Pursuant to Rule 457(h), the registration fee is calculated with
         respect to the maximum number of the registrant's securities issuable
         under the Plan.

(3)      Pursuant to Rule 457(c), the registration fee for these shares is
         calculated based on the average of the bid and asked price per share 
         of the Common Stock, as reported by the NASD's OTC Bulletin Board(R) 
         on April 22, 1997.
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         American BioMed, Inc., a Delaware company, ("the Company") hereby
incorporates by reference into this registration statement (the "Registration
Statement") (i) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 as filed with the Securities and Exchange Commission
(the "Commission"); and (ii) the description of the Company's Common Stock
contained in the Company's Form 8-A, dated October 11, 1991, including any
amendments or reports filed for the purpose of updating such description.  All
other reports filed by the Company pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1996 are hereby incorporated herein by
reference.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
filing date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

         The Company will provide, without charge, to each participant in the
Company's 1996 Incentive Stock Plan (the "Plan"), on written or oral request of
such person, a copy (without exhibits, unless such exhibits are specifically
incorporated by reference) of any or all of the documents incorporated by
reference pursuant to this Item 3.  All such requests should be directed to
American BioMed, Inc., 10077 Grogans Mill Road #100, The Woodlands, Texas
77380, Attention: Steven B. Rash, telephone number (281) 367-3895.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law (the "DGCL")
permits a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action.

         In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees,
actually and reasonably incurred in connection with the defense or settlement
of such action, and the corporation may not indemnify for amounts paid in
satisfaction of a judgment or in settlement of the claim.  In any such action,
no indemnification may be paid in respect of any claim, issue or matter as to
which such person shall have been adjudged liable to the corporation except as
otherwise approved by the Delaware Court of Chancery or the court in which the
claim was brought.  In any other type of proceeding, the indemnification may
extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceeding, as well as to
expenses.

                                      II-2
3
         The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interests of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful.  The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation.  The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (1) by a majority vote
of a quorum of disinterested members of the board of directors, (2) by
independent legal counsel in a written opinion, if such a quorum does not exist
or if the disinterested directors so direct, or (3) by the stockholders.

         The Company's Certificate of Incorporation requires the Company to
indemnify its directors and officers to the fullest extent permitted by Section
145 of the DGCL.   In addition, the Company maintains directors' and officers'
liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

          4.1      The American BioMed, Inc. 1996 Incentive Stock Plan
                   (incorporated by reference to the Company's Proxy Statement
                   for the November 22, 1996 Annual Meeting)
                  
          5.1      Opinion of Porter & Hedges, L.L.P.
                  
         23.1      Consent of Coopers & Lybrand L.L.P
                  
         23.2      Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)
                  
         24.1      Power of Attorney (included on the signature page hereto)
         
ITEM 9.  UNDERTAKINGS.

         A.      Undertaking to Update

                 The undersigned registrant hereby undertakes:

                          (1)  To file, during any period in which offers or
                 sales are being made, a post-effective amendment to this
                 registration statement:

                                  (i)  To include any prospectus required by
                          section 10(a)(3) of the Securities Act of 1933;

                                  (ii)  To reflect in the prospectus any facts
                          or events arising after the effective date of the
                          registration statement (or the most recent
                          post-effective amendment thereof) which, individually
                          or in the aggregate, represent a fundamental change
                          in the information set forth in this Registration
                          Statement.  Notwithstanding the foregoing, any
                          increase or decrease in volume of securities offered
                          (if the total dollar value of securities offered
                          would not exceed that which was registered) and any
                          deviation from the low or high and of the estimated
                          maximum offering range may be reflected in the form
                          of a prospectus filed with the Commission pursuant to
                          Rule 424(b) if, in the aggregate, the changes in
                          volume and price

                                      II-3
4
                          represent no more than a 20 percent change in the
                          maximum aggregate offering price set forth in the
                          "Calculation of Registration Fee" table in the
                          effective registration statement.
        
                                  (iii)  To include any material information
                          with respect to the plan of distribution not
                          previously disclosed in the registration statement or
                          any material change to such information in this
                          Registration Statement;

                 Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) of
                 this section do not apply if the information required to be
                 included in a post-effective amendment by those paragraphs is
                 contained in periodic reports filed by the registrant pursuant
                 to Section 13 or Section 15(d) of the Exchange Act, that are
                 incorporated by reference in this Registration Statement.

                          (2)  That, for the purpose of determining any
                 liability under the Securities Act, each such post-effective
                 amendment shall be deemed to be a new registration statement
                 relating to the securities offered therein, and the offering
                 of such securities at that time shall be deemed to be the
                 initial bona fide offering thereof.

                          (3)  To remove from registration by means of a
                 post-effective amendment any of the securities being
                 registered which remain unsold at the termination of the
                 offering.

         B.      Undertaking With Respect to Documents Incorporated by Reference

                 The undersigned registrant hereby undertakes that, for
                 purposes of determining any liability under the Securities Act
                 of 1933, each filing of the registrant's annual report
                 pursuant to Section 13(a) or Section 15(d) of the Securities
                 Exchange Act of 1934 that is incorporated by reference in the
                 registration statement shall be deemed to be a new
                 registration statement relating to the securities offered
                 therein, and the offering of such securities at that time
                 shall be deemed to be the initial bona fide offering thereof.

         C.      Undertaking With Respect to Indemnification

                          Insofar as indemnification for liabilities arising
                 under the Securities Act may be permitted to directors,
                 officers and controlling persons of the registrant pursuant to
                 the foregoing provisions, or otherwise, the registrant has
                 been advised that in the opinion of the Securities and
                 Exchange Commission such indemnification is against public
                 policy as expressed in the Act and is, therefore,
                 unenforceable.  In the event that a claim for indemnification
                 against such liabilities (other than the payment by the
                 registrant of expenses incurred or paid by a director, officer
                 or controlling person of

                                      II-4
5
                 the registrant in the successful defense of any action, suit or
                 proceeding) is asserted by such director, officer or
                 controlling person in connection with the securities being
                 registered, the registrant will, unless in the opinion of its
                 counsel the matter has been settled by controlling precedent,
                 submit to a court of appropriate jurisdiction the question
                 whether such indemnification by it is against public policy as
                 expressed in the Act and will be governed by the final
                 adjudication of such issue.
        

                            [SIGNATURE PAGE FOLLOWS]

                                      II-5
6
                                   SIGNATURES

         In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form S-8 and has duly authorized this
registration statement to be signed on its behalf by the undersigned, in the
City of The Woodlands, State of Texas on April 24, 1997.

                                       AMERICAN BIOMED INC.
                                       
                                       
                                       By: /s/ STEVEN B. RASH   
                                          --------------------------------------
                                           Steven B. Rash,
                                           President and Chief Executive Officer

         We, the undersigned directors and officers of American BioMed, Inc.,
constitute and appoint Steven B. Rash or Colene Stigler Blankinship, or either
of them, our true and lawful attorneys and agents, to do any and all acts and
things in our name and on our behalf in our capacities as directors and
officers, and to execute any and all instruments for us and in our names in the
capacities indicated below, which said attorneys and agents, or either of them,
may deem necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the filing of
this Registration Statement, including specifically without limitation, power
and authority to sign for any of us, in our names in the capacities indicated
below, any and all amendments hereto; and we do each hereby ratify and confirm
all that the said attorneys and agents, or either of them, shall do or cause to
be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated on April 24, 1997.
SIGNATURE                                               TITLE
                         ---------                                               -----
                                                                 
                                                                 
                   /s/ STEVEN B. RASH                                    Director, President,
 --------------------------------------------------------             and Chief Executive Officer                       
                       Steven B. Rash                            
                                                                                  
                                                                 
                  /s/ CLAUDIO GUAZZONI                                          Director
 --------------------------------------------------------                               
                      Claudio Guazzoni                           
                                                                                      
                /s/ LAWRENCE M. HOFFMAN                                         Director
 --------------------------------------------------------                               
                    Lawrence M. Hoffman                          
                                                                 
                                                                                       
                 /s/ RICHARD S. SERBIN                                          Director
 --------------------------------------------------------                               
                     Richard S. Serbin                           
                                                                                       
                                                                 
             /S/ COLENE STIGLER BLANKINSHIP                      Controller, Chief Accounting Officer,
 --------------------------------------------------------               Secretary and Treasurer                              
                 Colene Stigler Blankinship
II-6
7
                                 EXHIBIT INDEX
Exhibit                                                                                      
 Number                                     Description                                    
 ------                                     -----------
4.1      The American BioMed, Inc. 1996 Incentive Stock Plan (incorporated by
            reference to the Company's Proxy Statement for the November 22,
            1996 Annual Meeting)  . . . . . . . . . . . . . . . . . . . . . . . . . . .

 5.1      Opinion of Porter & Hedges, L.L.P., as to the legality of the Common Stock  .

23.1      Consent of Coopers & Lybrand L.L.P. . . . . . . . . . . . . . . . . . . . . .

23.2      Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1). . . . . . . . .

24.1      Power of Attorney (included on the signature page of this Registration
            Statement)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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