<PAGE>
 
   As filed with the Securities and Exchange Commission on October 15, 1996
                                                    Registration No. 333-_______
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                            ----------------------

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

                            ----------------------

                              BIO-VASCULAR, INC.
            (Exact name of registrant as specified in its charter)

            MINNESOTA                                          41-1526554
  (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                         Identification No.)

                            ----------------------

                            2575 University Avenue
                        St. Paul, Minnesota 55114-1024
                                (612) 603-3700
             (Address, including zip code, and telephone number, 
       including area code, of registrant's principal executive offices)

                            ----------------------

                                 BIO-VASCULAR
                           1995 STOCK INCENTIVE PLAN
                           (Full title of the plan)

                            ----------------------
                                        
                                M. KAREN GILLES
                              BIO-VASCULAR, INC.
                            2575 UNIVERSITY AVENUE
                        ST. PAUL, MINNESOTA 55114-1024
                                (612) 603-3700
             (Name and address, including zip code, and telephone 
              number, including area code, of agent for service)

                            ----------------------

       APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
          IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT

                         -----------------------------
<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                           PROPOSED MAXIMUM           PROPOSED MAXIMUM
 TITLE OF SECURITIES TO BE           AMOUNT TO BE         OFFERING PRICE PER         AGGREGATE OFFERING          AMOUNT OF
        REGISTERED                  REGISTERED(1)              SHARE(2)                   PRICE(2)            REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                   <C>                        <C>                      <C>
Common Stock, par value
$.01 per share(3).........          666,227 shares              $7.75                  $5,165,317.61             $1,566.00
====================================================================================================================================
(1)  In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement includes an 
     indeterminate number of additional shares as may be issuable as a result of anti-dilution provisions described herein.   
    
(2)  Estimated solely for the purpose of calculating the amount of the registration fee and calculated as follows:  (i) with 
     respect to options previously granted under the plan, as to 36,758 shares of Common Stock, on the basis of the weighted
     average exercise price of such option grants of $8.83 per share, and (ii) with respect to shares previously issued and    
     incentive awards to be granted under the plan, on the basis of the average between the high and low reported sales prices of 
     the Registrant's Common Stock on October 10, 1996 OF $7.69 per share, as reported by the Nasdaq National Market.

(3)  each share of Common Stock includes one Common Stock Purchase Right.
====================================================================================================================================
</TABLE> 
<PAGE>
 
                                    PART II

                             INFORMATION REQUIRED
                         IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by Bio-Vascular, Inc. (the "Company")
(File No. 0-13907) with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in this Registration Statement: (1)
Annual Report on Form 10-K for the year ended October 31, 1995; (2) Quarterly
Reports on Form 10-Q for the quarters ended January 31, April 30, and July 31,
1996; (3) Current Report on Form 8-K dated June 12, 1996; (4) all other reports
filed by the Company pursuant to Sections 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), since October 31, 1995; (5) the
description of the Company's Common Stock contained in its Registration
Statement on Form 10, including any amendments or reports filed for the purpose
of updating such description; and (6) the description of the Company's Common
Stock Purchase Rights contained in the Company's Registration Statement on Form
8-A, including any amendments or reports filed for the purpose of updating such
description.

          All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or that de-registers all shares of Common
Stock 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 consolidated financial statements and financial statement schedule
of the Company incorporated by reference in this Registration Statement have
been audited by Coopers & Lybrand L.L.P., independent accountants, for the
periods indicated in such firm's reports thereon, which reports are included in
the Company's Annual Report on Form 10-K for the year ended October 31, 1995.
The consolidated financial statements and financial statement schedule audited
by Coopers & Lybrand L.L.P. have been incorporated herein by reference in
reliance on such firm's reports given on their authority as experts in
accounting and auditing. To the extent that Coopers & Lybrand L.L.P. audits and
reports on the financial statements of the Company issued at future dates, and
consents to the use of their report thereon, such financial statements will also
be incorporated by reference in the Registration Statement in reliance upon
their report and said authority.

ITEM 4.   DESCRIPTION OF SECURITIES.

          The description of the Company's Common Stock and the Common Stock
Purchase Rights to be offered pursuant to this Registration Statement has been
incorporated by reference into this Registration Statement as described in Item
3 of this Part II.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

                                       2
<PAGE>
 
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 302A.521 of the Minnesota Business Corporation Act provides
that a Minnesota business corporation shall indemnify any director, officer,
employee or agent of the corporation made or threatened to be made a party to a
proceeding, by reason of the former or present official capacity (as defined) of
the person, against judgments, penalties, fines, settlements and reasonable
expenses incurred by the person in connection with the proceeding if certain
statutory standards are met. "Proceeding" means a threatened, pending or
completed civil, criminal, administrative, arbitration or investigative
proceeding, including one by or in the right of the corporation. Section
302A.521 contains detailed terms regarding such right of indemnification and
reference is made thereto for a complete statement of such indemnification
rights.

          Article Five of the Company's Bylaws provides that the Company will
indemnify such persons, for such expenses and liabilities, in such manner, under
such circumstances, and to such extent, as permitted by Minnesota Statutes
Section 302A.521 as enacted and as amended.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          No securities are to be re-offered or resold pursuant to this
          Registration Statement.

ITEM 8.   EXHIBITS.

4.1   Form of the Company's Common Stock Certificate (filed herewith
      electronically).
4.2   Restated Articles of Incorporation of the Company (incorporated by
      reference to Exhibit 3.2 to the Company's Registration Statement on Form
      10 (File No. 0-13907)).
4.3   Amendment to Restated Articles of Incorporation of the Company, dated June
      21, 1995 (incorporated by reference to Exhibit 4.2 to the Company's
      Registration Statement on Form S-3 (File No. 33-62199)).
4.4   Amended and Restated Bylaws of the Company (incorporated by reference to
      Exhibit 3.2 to the Company's Registration Statement on Form S-4 (File No.
      33-74750)).
4.5   Rights Agreement dated June 12, 1996 between the Company and American
      Stock Transfer and Trust Company (incorporated by reference to Exhibit 1
      to the Company's Current Report on Form 8-K dated June 12, 1996 (File No.
      0-13907)).
5.1   Opinion and Consent of Oppenheimer Wolff & Donnelly (filed herewith
      electronically).
23.1  Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).
23.2  Consent of Coopers & Lybrand L.L.P. (filed herewith electronically).
24.1  Power of Attorney (included on page 5 of this Registration Statement).
99.1  1995 Stock Incentive Plan (incorporated by reference to Amendment No. 1 to
      the Company's Schedule 14-A/A Proxy Statement for the Company's 1996
      Annual Meeting (File No. 0-13907)).


ITEM 9.   UNDERTAKINGS.

      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:

                                       3
<PAGE>
 
               (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, represents a fundamental
                     change in the information set forth in the 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 end of the estimated maximum offering range may be
                     reflected in the form of prospectus filed with the
                     Commission pursuant to Rule 424(b) under the Act if, in the
                     aggregate, the changes in volume and price represent no
                     more than a 20% 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 the registration statement;

     Provided, however, that paragraphs (1)(i) and (1)(ii) 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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, 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.

     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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant, 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 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, 

                                       4
<PAGE>
 
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.

                                       5
<PAGE>
 
                                  SIGNATURES

     Pursuant to 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 for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Paul, State of Minnesota, on October 10, 1996.

                                  BIO-VASCULAR, INC.



                                  By  /s/ JOHN T. KARCANES
                                    ----------------------
                                    John T. Karcanes
                                    President and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints John T. Karcanes and M. Karen Gilles, and each of them,
as his or her true and lawful attorney-in-fact and agent, each with full powers
of substitution and re-substitution, for him and in his or her name, place and
stead, in any and all capacities, to sign any or all amendments (including post-
effective amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on October 10, 1996 by the following
persons in the capacities indicated.

 
/s/ JOHN T. KARCANES              President, Chief Executive Officer (Principal
---------------------------       Executive Officer) and Director
John T. Karcanes

/s/ M. KAREN GILLES               Vice President of Finance, Chief Financial 
---------------------------       Officer and Secretary (Principal Financial 
M. Karen Gilles                   and Accounting Officer)
 
/s/ JAMES F. LYONS                Chairman of the Board of Directors
---------------------------
James F. Lyons

/s/ RICHARD W. PERKINS            Director
---------------------------
Richard W. Perkins

/s/ EDWARD E. STRICKLAND          Director
---------------------------
Edward E. Strickland

/s/ LAWRENCE PERLMAN              Director
---------------------------
Lawrence Perlman

                                       6
<PAGE>
 
                               INDEX TO EXHIBITS
                               -----------------
<TABLE>
<CAPTION>
 
ITEM             DESCRIPTION                         METHOD OF FILING
----             -----------                         ----------------
NO.
---
<S>       <C>                           <C>
4.1       Form of the Company's
          Common Stock Certificate...   Filed herewith electronically.

4.2       Restated Articles of
          Incorporation of the
          Company....................   Incorporated by reference to Exhibit 3.2
                                        to the Company's Registration Statement
                                        on Form 10 (File No. 0-13907).

4.3       Amendment to Restated
          Articles of
          Incorporation of the
          Company, dated June 21,
          1995.......................   Incorporated by reference to Exhibit 4.2
                                        to the Company's Registration Statement
                                        on Form S-3 (File No. 33-62199).

4.4       Amended and Restated
          Bylaws of the Company......   Incorporated by reference to Exhibit 3.2
                                        to the Company's Registration Statement
                                        on Form 10 (File No. 0-13907).

4.5       Rights Agreement dated
          June 12, 1996 between
          the Company and
          American Stock Transfer
          and Trust Company..........   Incorporated by reference to the
                                        Company's Current Report on Form 8-K
                                        dated June 12, 1996 (File No. 0-13907).

5.1       Opinion and Consent of
          Oppenheimer Wolff &
          Donnelly...................   Filed herewith electronically.

23.1      Consent of Oppenheimer
          Wolff & Donnelly...........   Included in Exhibit 5.1.

23.2      Consent of Coopers &
          Lybrand L.L.P..............   Filed herewith electronically.

24.1      Power of Attorney..........   Included on page 5 of this Registration
                                        Statement.

99.1      1995 Stock Incentive
          Plan.......................   Incorporated by reference to Amendment
                                        No. 1 to the Company's Schedule 14-A/A
                                        Proxy Statement for the Company's 1996
                                        Annual Meeting (File No. 0-13907).
</TABLE>

                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20544}]
{"company-data": {"conformed-name": "BIO VASCULAR INC", "cik": "0000780127", "assigned-sic": "3842", "irs-number": "411526554", "state-of-incorporation": "MN", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14093", "film-number": "96643240"}, "business-address": {"street1": "2575 UNIVERSITY AVENUE", "city": "ST PAUL", "state": "MN", "zip": "55114-1024", "phone": "6126313529"}}
As filed with the Securities and Exchange Commission on October 15, 1996
                                                    Registration No. 333-_______
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                            ----------------------

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

                            ----------------------

                              BIO-VASCULAR, INC.
            (Exact name of registrant as specified in its charter)

            MINNESOTA                                          41-1526554
  (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                         Identification No.)

                            ----------------------

                            2575 University Avenue
                        St. Paul, Minnesota 55114-1024
                                (612) 603-3700
             (Address, including zip code, and telephone number, 
       including area code, of registrant's principal executive offices)

                            ----------------------

                                 BIO-VASCULAR
                           1995 STOCK INCENTIVE PLAN
                           (Full title of the plan)

                            ----------------------
                                        
                                M. KAREN GILLES
                              BIO-VASCULAR, INC.
                            2575 UNIVERSITY AVENUE
                        ST. PAUL, MINNESOTA 55114-1024
                                (612) 603-3700
             (Name and address, including zip code, and telephone 
              number, including area code, of agent for service)

                            ----------------------

       APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
          IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT

                         -----------------------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                           PROPOSED MAXIMUM           PROPOSED MAXIMUM
 TITLE OF SECURITIES TO BE           AMOUNT TO BE         OFFERING PRICE PER         AGGREGATE OFFERING          AMOUNT OF
        REGISTERED                  REGISTERED(1)              SHARE(2)                   PRICE(2)            REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share(3).........          666,227 shares              $7.75                  $5,165,317.61             $1,566.00
====================================================================================================================================
(1)  In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement includes an 
     indeterminate number of additional shares as may be issuable as a result of anti-dilution provisions described herein.   
    
(2)  Estimated solely for the purpose of calculating the amount of the registration fee and calculated as follows:  (i) with 
     respect to options previously granted under the plan, as to 36,758 shares of Common Stock, on the basis of the weighted
     average exercise price of such option grants of $8.83 per share, and (ii) with respect to shares previously issued and    
     incentive awards to be granted under the plan, on the basis of the average between the high and low reported sales prices of 
     the Registrant's Common Stock on October 10, 1996 OF $7.69 per share, as reported by the Nasdaq National Market.

(3)  each share of Common Stock includes one Common Stock Purchase Right.
====================================================================================================================================
PART II

                             INFORMATION REQUIRED
                         IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by Bio-Vascular, Inc. (the "Company")
(File No. 0-13907) with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in this Registration Statement: (1)
Annual Report on Form 10-K for the year ended October 31, 1995; (2) Quarterly
Reports on Form 10-Q for the quarters ended January 31, April 30, and July 31,
1996; (3) Current Report on Form 8-K dated June 12, 1996; (4) all other reports
filed by the Company pursuant to Sections 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), since October 31, 1995; (5) the
description of the Company's Common Stock contained in its Registration
Statement on Form 10, including any amendments or reports filed for the purpose
of updating such description; and (6) the description of the Company's Common
Stock Purchase Rights contained in the Company's Registration Statement on Form
8-A, including any amendments or reports filed for the purpose of updating such
description.

          All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or that de-registers all shares of Common
Stock 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 consolidated financial statements and financial statement schedule
of the Company incorporated by reference in this Registration Statement have
been audited by Coopers & Lybrand L.L.P., independent accountants, for the
periods indicated in such firm's reports thereon, which reports are included in
the Company's Annual Report on Form 10-K for the year ended October 31, 1995.
The consolidated financial statements and financial statement schedule audited
by Coopers & Lybrand L.L.P. have been incorporated herein by reference in
reliance on such firm's reports given on their authority as experts in
accounting and auditing. To the extent that Coopers & Lybrand L.L.P. audits and
reports on the financial statements of the Company issued at future dates, and
consents to the use of their report thereon, such financial statements will also
be incorporated by reference in the Registration Statement in reliance upon
their report and said authority.

ITEM 4.   DESCRIPTION OF SECURITIES.

          The description of the Company's Common Stock and the Common Stock
Purchase Rights to be offered pursuant to this Registration Statement has been
incorporated by reference into this Registration Statement as described in Item
3 of this Part II.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

                                       2
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 302A.521 of the Minnesota Business Corporation Act provides
that a Minnesota business corporation shall indemnify any director, officer,
employee or agent of the corporation made or threatened to be made a party to a
proceeding, by reason of the former or present official capacity (as defined) of
the person, against judgments, penalties, fines, settlements and reasonable
expenses incurred by the person in connection with the proceeding if certain
statutory standards are met. "Proceeding" means a threatened, pending or
completed civil, criminal, administrative, arbitration or investigative
proceeding, including one by or in the right of the corporation. Section
302A.521 contains detailed terms regarding such right of indemnification and
reference is made thereto for a complete statement of such indemnification
rights.

          Article Five of the Company's Bylaws provides that the Company will
indemnify such persons, for such expenses and liabilities, in such manner, under
such circumstances, and to such extent, as permitted by Minnesota Statutes
Section 302A.521 as enacted and as amended.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          No securities are to be re-offered or resold pursuant to this
          Registration Statement.

ITEM 8.   EXHIBITS.

4.1   Form of the Company's Common Stock Certificate (filed herewith
      electronically).
4.2   Restated Articles of Incorporation of the Company (incorporated by
      reference to Exhibit 3.2 to the Company's Registration Statement on Form
      10 (File No. 0-13907)).
4.3   Amendment to Restated Articles of Incorporation of the Company, dated June
      21, 1995 (incorporated by reference to Exhibit 4.2 to the Company's
      Registration Statement on Form S-3 (File No. 33-62199)).
4.4   Amended and Restated Bylaws of the Company (incorporated by reference to
      Exhibit 3.2 to the Company's Registration Statement on Form S-4 (File No.
      33-74750)).
4.5   Rights Agreement dated June 12, 1996 between the Company and American
      Stock Transfer and Trust Company (incorporated by reference to Exhibit 1
      to the Company's Current Report on Form 8-K dated June 12, 1996 (File No.
      0-13907)).
5.1   Opinion and Consent of Oppenheimer Wolff & Donnelly (filed herewith
      electronically).
23.1  Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).
23.2  Consent of Coopers & Lybrand L.L.P. (filed herewith electronically).
24.1  Power of Attorney (included on page 5 of this Registration Statement).
99.1  1995 Stock Incentive Plan (incorporated by reference to Amendment No. 1 to
      the Company's Schedule 14-A/A Proxy Statement for the Company's 1996
      Annual Meeting (File No. 0-13907)).

ITEM 9.   UNDERTAKINGS.

      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:

                                       3
(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, represents a fundamental
                     change in the information set forth in the 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 end of the estimated maximum offering range may be
                     reflected in the form of prospectus filed with the
                     Commission pursuant to Rule 424(b) under the Act if, in the
                     aggregate, the changes in volume and price represent no
                     more than a 20% 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 the registration statement;

     Provided, however, that paragraphs (1)(i) and (1)(ii) 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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, 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.

     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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant, 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 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, 

                                       4
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.

                                       5
SIGNATURES

     Pursuant to 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 for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Paul, State of Minnesota, on October 10, 1996.

                                  BIO-VASCULAR, INC.

                                  By  /s/ JOHN T. KARCANES
                                    ----------------------
                                    John T. Karcanes
                                    President and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints John T. Karcanes and M. Karen Gilles, and each of them,
as his or her true and lawful attorney-in-fact and agent, each with full powers
of substitution and re-substitution, for him and in his or her name, place and
stead, in any and all capacities, to sign any or all amendments (including post-
effective amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on October 10, 1996 by the following
persons in the capacities indicated.

 
/s/ JOHN T. KARCANES              President, Chief Executive Officer (Principal
---------------------------       Executive Officer) and Director
John T. Karcanes

/s/ M. KAREN GILLES               Vice President of Finance, Chief Financial 
---------------------------       Officer and Secretary (Principal Financial 
M. Karen Gilles                   and Accounting Officer)
 
/s/ JAMES F. LYONS                Chairman of the Board of Directors
---------------------------
James F. Lyons

/s/ RICHARD W. PERKINS            Director
---------------------------
Richard W. Perkins

/s/ EDWARD E. STRICKLAND          Director
---------------------------
Edward E. Strickland

/s/ LAWRENCE PERLMAN              Director
---------------------------
Lawrence Perlman

                                       6
INDEX TO EXHIBITS
                               -----------------
ITEM             DESCRIPTION                         METHOD OF FILING
----             -----------                         ----------------
NO.
---
4.1       Form of the Company's
          Common Stock Certificate...   Filed herewith electronically.

4.2       Restated Articles of
          Incorporation of the
          Company....................   Incorporated by reference to Exhibit 3.2
                                        to the Company's Registration Statement
                                        on Form 10 (File No. 0-13907).

4.3       Amendment to Restated
          Articles of
          Incorporation of the
          Company, dated June 21,
          1995.......................   Incorporated by reference to Exhibit 4.2
                                        to the Company's Registration Statement
                                        on Form S-3 (File No. 33-62199).

4.4       Amended and Restated
          Bylaws of the Company......   Incorporated by reference to Exhibit 3.2
                                        to the Company's Registration Statement
                                        on Form 10 (File No. 0-13907).

4.5       Rights Agreement dated
          June 12, 1996 between
          the Company and
          American Stock Transfer
          and Trust Company..........   Incorporated by reference to the
                                        Company's Current Report on Form 8-K
                                        dated June 12, 1996 (File No. 0-13907).

5.1       Opinion and Consent of
          Oppenheimer Wolff &
          Donnelly...................   Filed herewith electronically.

23.1      Consent of Oppenheimer
          Wolff & Donnelly...........   Included in Exhibit 5.1.

23.2      Consent of Coopers &
          Lybrand L.L.P..............   Filed herewith electronically.

24.1      Power of Attorney..........   Included on page 5 of this Registration
                                        Statement.

99.1      1995 Stock Incentive
          Plan.......................   Incorporated by reference to Amendment
                                        No. 1 to the Company's Schedule 14-A/A
                                        Proxy Statement for the Company's 1996
                                        Annual Meeting (File No. 0-13907).
7