<PAGE>   1

   As filed with the Securities and Exchange Commission on September 25, 1997

                                                    Registration No. 333-_______

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             ______________________

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

                         APACHE MEDICAL SYSTEMS, INC.
            (Exact name of registrant as specified in its charter)


   Delaware                            7371                     23-2476415
(State or other                  (Primary Standard           (I.R.S. Employer
 jurisdiction                       Industrial               Identification No.)
of incorporation or               Classification                                
  organization)                    Code Number)


                            1650 Tysons Boulevard
                           McLean, Virginia  22102
                          Telephone:  (703) 847-1400
(Address, including zip code, telephone number, including area code, of 
registrant's principal executive offices)

                    OPTIONS GRANTED PURSUANT TO INDIVIDUAL
                     NON-QUALIFIED STOCK OPTION AGREEMENT
                         WITH WILLIAM A. KNAUS, M.D.
                           (Full title of the plan)

                         Gerald E. Bisbee, Jr., Ph.D.
                     Chairman and Chief Executive Officer
                         APACHE Medical Systems, Inc.
                            1650 Tysons Boulevard
                           McLean, Virginia  22102
                          Telephone:  (703) 847-1400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

                                  Copies to:

      Robert J. Sullivan                        George C. McKann, Esq.
  APACHE Medical Systems, Inc.                 Gardner, Carton & Douglas
    1650 Tysons Boulevard                  321 North Clark Street, Suite 3200
    McLean, Virginia  22102                    Chicago, Illinois  60610


                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                                                        
         Title of Securities             Amount to be        Proposed Maximum              Proposed Maximum          Amount of
           to be Registered               Registered     Offering Price Per Share      Aggregate Offering Price   Registration Fee
           ----------------               ----------     ------------------------      ------------------------   ----------------
<S>                                       <C>             <C>                           <C>                        <C>
Common Stock, par value $.01 per share    10,490 (1)             $6.375  (2)                      $66,874                $100
</TABLE>

(1)  Together with an indeterminable number of additional securities in order
     to adjust the number of securities reserved for issuance pursuant to the
     plan as the result of a stock split, stock dividend or similar transaction
     affecting the Common Stock, pursuant to 17 C.F.R. Section  230.416.
(2)  In accordance with Rule 457(h), represents the exercise price of $6.375
     per share for the options outstanding pursuant to the Non-qualified Stock
     Option Agreement.



<PAGE>   2

                         APACHE MEDICAL SYSTEMS, INC.

                      REGISTRATION STATEMENT ON FORM S-8

                                   PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
        
        There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant:

        1.   The Registrant's Annual Report on Form 10-K for the fiscal year 
             ended December 31, 1996;

        2.   The Registrant's Quarterly Reports on Form 10-Q for the quarters 
             ended March 31 and June 30, 1997;

        3.   The Registrant's Current Reports on Form 8-K filed January 14, 
             February 20 (as amended on March 28) and June 4, 1997; and

        4.   The description of Registrant's Common Stock contained in the
             Registrant's Registration Statement on Form 8-A dated June 4, 1996 
             and the description of the Registrant's Preferred Stock Purchase
             Rights contained in the Registrant's Registration Statement on
             form 8-A dated June 4, 1997, each filed pursuant to Section 12(g)
             of the Securities Exchange Act of 1934, as amended (the "Exchange
             Act"), including any amendment or report filed for the purpose of
             updating such description.

        In addition, each document filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all securities then
remaining unsold under this registration statement, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.

        Any statement contained in this Registration Statement or in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in the original Section 10(a) prospectus (as regards any
statement in any previously filed document incorporated by reference herein),
or a statement in any subsequently filed document that is also incorporated by
reference herein or a statement in any subsequent Section 10(a) prospectus,
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.


ITEM 4.        DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.



                                     II-1
<PAGE>   3


ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Company's Amended and Restated Certificate of Incorporation
provides that the Company shall, subject to certain limitations, indemnify its
directors and officers against expenses (including attorneys' fees, judgments,
fines and certain settlements) actually and reasonably incurred by them in
connection with any suit or proceeding to which they are a party so long as
they acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to a
criminal action or proceeding, so long as they had no reasonable cause to
believe their conduct to have been unlawful.

        Section 102 of the Delaware General Corporation Law ("DGCL") permits a
Delaware corporation to include in its certificate of incorporation a provision
eliminating or limiting a director's liability to a corporation or its
stockholders for monetary damages for breaches of fiduciary duty.  DGCL Section
102 provides, however, that liability for breaches of the duty of loyalty, acts
or omissions not in good faith or involving intentional misconduct, or knowing
violation of the law, and the unlawful purchase or redemption of stock or
payment of unlawful dividends or the receipt of improper personal benefits
cannot be eliminated or limited in this manner.  The Company's Amended and
Restated Certificate of Incorporation includes a provision that eliminates, to
the fullest extent permitted, director liability for monetary damages for
breaches of fiduciary duty.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

        Certain unregistered securities were issued by the Company pursuant to
the Plan prior to the effective date of this Registration Statement.  Such
securities were issued in reliance upon an exemption from registration provided
by Rule 701 promulgated under the Securities Act or by Section 4(2) of the
Securities Act.  All such securities were issued to persons who were at such
time employees or consultants of the Company and who were in possession of
sufficient information to make an informed investment decision.


ITEM 8.        INDEX TO EXHIBITS.

<TABLE>
<CAPTION>
         Exhibit Number   Description of Document
         --------------   -----------------------
             <S>           <C>
               4.1         Amended and Restated Certificate of Incorporation**
               4.2         By-laws*
               5.1         Opinion of Gardner, Carton & Douglas regarding legality of securities
              23.1         Consent of KPMG Peat Marwick LLP
              23.2         Consent of Gardner, Carton & Douglas (included in exhibit 5.1)
              24.1         Powers of Attorney (included on signature page)
</TABLE>

_____________
*    Incorporated by reference to the Registrant's Registration Statement on
     Form S-1 (333-4106), initially filed April 26, 1996.
**   Incorporated by reference to the Registrant's Report on Form 10-Q for the
     quarter ended June 30, 1997.

ITEM 9.        UNDERTAKINGS.

     (a)       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-2
<PAGE>   4


                 (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 the 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 (a)(1)(i) and (a)(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 with
      or furnished to the Commission by the Registrant pursuant to Section 13
      or Section 15(d) of the Securities Exchange Act of 1934 that are
      incorporated by reference in this 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.

      (b) The Registrant hereby undertakes that, for purposes of determining
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 this registration
statement shall be deemed to be a new registration statement relating to the
securities offering herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 of
this registration statement, or otherwise, the Registrant has been advised that
in the opinion of the 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 section,
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.





                                     II-3
<PAGE>   5

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
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 McLean, State of Virginia, on this 25th day of
September 1997.

                                    APACHE MEDICAL SYSTEMS, INC.                
                                                                               
                                    By:  /s/  Gerald E. Bisbee, Jr., Ph.D.      
                                        --------------------------------------  
                                              Gerald E. Bisbee, Jr., Ph.D.     
                                          Chairman and Chief Executive Officer 

                              POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gerald E. Bisbee, Jr., Ph.D. and Robert
J. Sullivan, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to sign, execute and file
this Registration Statement and any or all amendments (including, without
limitation, post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and all documents required to be filed
with respect therewith, with the Securities and Exchange Commission or any
regulatory authority, granting unto such attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith and about the premises in
order to effectuate the same as fully to all intents and purposes as he might
or could do if personally present, hereby ratifying and confirming all that
such attorneys-in-fact and agents or his or their substitute or substitutes,
may lawfully do or cause to be done.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on this 25th day of September 1997.


<TABLE>
<CAPTION>
SIGNATURES                                                       TITLE
----------                                                       -----
<S>                                               <C>

 /s/  Gerald E. Bisbee, Jr., Ph.D.                                                                       
----------------------------------                Chairman and Chief Executive Officer                   
Gerald E. Bisbee, Jr., Ph.D.                      (Principal Executive Officer)                          
                                                                                                         
 /s/  Robert J. Sullivan                                                                                 
----------------------------------                Vice President, Chief Financial Officer and Treasurer  
Robert J. Sullivan                                (Principal Financial and Accounting Officer)           

 /s/  Edward J. Connors                      
----------------------------------                Director 
Edward J. Connors                                          
                                                           
 /s/  Thomas W. Hodson                                     
----------------------------------                Director 
Thomas W. Hodson                                           
                                                           
 /s/  William A. Knaus, M.D.                               
----------------------------------                Director 
William A. Knaus, M.D.                                     
                                                           
 /s/  Lawrence S. Lewin                                    
----------------------------------                Director 
Lawrence S. Lewin                                          
                                                           
 /s/  Francis G. Ziegler                                   
----------------------------------                Director 
Francis G. Ziegler
</TABLE>




                                      S-1
<PAGE>   6

                              INDEX TO EXHIBITS


<TABLE>
<CAPTION> 
Exhibit Number   Description of Document
--------------   -----------------------
<S>              <C>
     4.1         Amended and Restated Certificate of Incorporation**
     4.2         By-laws*
     5.1         Opinion of Gardner, Carton & Douglas regarding legality of securities
     23.1        Consent of KPMG Peat Marwick LLP
     23.2        Consent of Gardner, Carton & Douglas (included in exhibit 5.1)
     24.1        Powers of Attorney (included on signature page)
</TABLE>

_____________
*    Incorporated by reference to the Registrant's Registration Statement on
     Form S-1 (333-4106), initially filed April 26, 1996.

**   Incorporated by reference to the Registrant's Report on Form 10-Q for the
     quarter ended June 30, 1997.





                                      E-1
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT FORM S-8", "secsgml_size_bytes": 18656}]
{"company-data": {"conformed-name": "APACHE MEDICAL SYSTEMS INC", "cik": "0000883697", "assigned-sic": "7373", "irs-number": "232476415", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36425", "film-number": "97685724"}, "business-address": {"street1": "1650 TYSONS BLVD", "city": "MCLEAN", "state": "VA", "zip": "22102", "phone": "7038471400"}, "mail-address": {"street1": "1650 TYSONS BLVD", "city": "MCLEAN", "state": "VA", "zip": "22102"}}
1

   As filed with the Securities and Exchange Commission on September 25, 1997

                                                    Registration No. 333-_______

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             ______________________

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

                         APACHE MEDICAL SYSTEMS, INC.
            (Exact name of registrant as specified in its charter)

   Delaware                            7371                     23-2476415
(State or other                  (Primary Standard           (I.R.S. Employer
 jurisdiction                       Industrial               Identification No.)
of incorporation or               Classification                                
  organization)                    Code Number)

                            1650 Tysons Boulevard
                           McLean, Virginia  22102
                          Telephone:  (703) 847-1400
(Address, including zip code, telephone number, including area code, of 
registrant's principal executive offices)

                    OPTIONS GRANTED PURSUANT TO INDIVIDUAL
                     NON-QUALIFIED STOCK OPTION AGREEMENT
                         WITH WILLIAM A. KNAUS, M.D.
                           (Full title of the plan)

                         Gerald E. Bisbee, Jr., Ph.D.
                     Chairman and Chief Executive Officer
                         APACHE Medical Systems, Inc.
                            1650 Tysons Boulevard
                           McLean, Virginia  22102
                          Telephone:  (703) 847-1400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

                                  Copies to:

      Robert J. Sullivan                        George C. McKann, Esq.
  APACHE Medical Systems, Inc.                 Gardner, Carton & Douglas
    1650 Tysons Boulevard                  321 North Clark Street, Suite 3200
    McLean, Virginia  22102                    Chicago, Illinois  60610

                       CALCULATION OF REGISTRATION FEE
Title of Securities             Amount to be        Proposed Maximum              Proposed Maximum          Amount of
           to be Registered               Registered     Offering Price Per Share      Aggregate Offering Price   Registration Fee
           ----------------               ----------     ------------------------      ------------------------   ----------------
Common Stock, par value $.01 per share    10,490 (1)             $6.375  (2)                      $66,874                $100
(1)  Together with an indeterminable number of additional securities in order
     to adjust the number of securities reserved for issuance pursuant to the
     plan as the result of a stock split, stock dividend or similar transaction
     affecting the Common Stock, pursuant to 17 C.F.R. Section  230.416.
(2)  In accordance with Rule 457(h), represents the exercise price of $6.375
     per share for the options outstanding pursuant to the Non-qualified Stock
     Option Agreement.
2

                         APACHE MEDICAL SYSTEMS, INC.

                      REGISTRATION STATEMENT ON FORM S-8

                                   PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
        
        There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant:

        1.   The Registrant's Annual Report on Form 10-K for the fiscal year 
             ended December 31, 1996;

        2.   The Registrant's Quarterly Reports on Form 10-Q for the quarters 
             ended March 31 and June 30, 1997;

        3.   The Registrant's Current Reports on Form 8-K filed January 14, 
             February 20 (as amended on March 28) and June 4, 1997; and

        4.   The description of Registrant's Common Stock contained in the
             Registrant's Registration Statement on Form 8-A dated June 4, 1996 
             and the description of the Registrant's Preferred Stock Purchase
             Rights contained in the Registrant's Registration Statement on
             form 8-A dated June 4, 1997, each filed pursuant to Section 12(g)
             of the Securities Exchange Act of 1934, as amended (the "Exchange
             Act"), including any amendment or report filed for the purpose of
             updating such description.

        In addition, each document filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all securities then
remaining unsold under this registration statement, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.

        Any statement contained in this Registration Statement or in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in the original Section 10(a) prospectus (as regards any
statement in any previously filed document incorporated by reference herein),
or a statement in any subsequently filed document that is also incorporated by
reference herein or a statement in any subsequent Section 10(a) prospectus,
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.        DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

                                     II-1
3

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Company's Amended and Restated Certificate of Incorporation
provides that the Company shall, subject to certain limitations, indemnify its
directors and officers against expenses (including attorneys' fees, judgments,
fines and certain settlements) actually and reasonably incurred by them in
connection with any suit or proceeding to which they are a party so long as
they acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to a
criminal action or proceeding, so long as they had no reasonable cause to
believe their conduct to have been unlawful.

        Section 102 of the Delaware General Corporation Law ("DGCL") permits a
Delaware corporation to include in its certificate of incorporation a provision
eliminating or limiting a director's liability to a corporation or its
stockholders for monetary damages for breaches of fiduciary duty.  DGCL Section
102 provides, however, that liability for breaches of the duty of loyalty, acts
or omissions not in good faith or involving intentional misconduct, or knowing
violation of the law, and the unlawful purchase or redemption of stock or
payment of unlawful dividends or the receipt of improper personal benefits
cannot be eliminated or limited in this manner.  The Company's Amended and
Restated Certificate of Incorporation includes a provision that eliminates, to
the fullest extent permitted, director liability for monetary damages for
breaches of fiduciary duty.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

        Certain unregistered securities were issued by the Company pursuant to
the Plan prior to the effective date of this Registration Statement.  Such
securities were issued in reliance upon an exemption from registration provided
by Rule 701 promulgated under the Securities Act or by Section 4(2) of the
Securities Act.  All such securities were issued to persons who were at such
time employees or consultants of the Company and who were in possession of
sufficient information to make an informed investment decision.

ITEM 8.        INDEX TO EXHIBITS.
Exhibit Number   Description of Document
         --------------   -----------------------
4.1         Amended and Restated Certificate of Incorporation**
               4.2         By-laws*
               5.1         Opinion of Gardner, Carton & Douglas regarding legality of securities
              23.1         Consent of KPMG Peat Marwick LLP
              23.2         Consent of Gardner, Carton & Douglas (included in exhibit 5.1)
              24.1         Powers of Attorney (included on signature page)
_____________
*    Incorporated by reference to the Registrant's Registration Statement on
     Form S-1 (333-4106), initially filed April 26, 1996.
**   Incorporated by reference to the Registrant's Report on Form 10-Q for the
     quarter ended June 30, 1997.

ITEM 9.        UNDERTAKINGS.

     (a)       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-2
4

                 (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 the 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 (a)(1)(i) and (a)(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 with
      or furnished to the Commission by the Registrant pursuant to Section 13
      or Section 15(d) of the Securities Exchange Act of 1934 that are
      incorporated by reference in this 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.

      (b) The Registrant hereby undertakes that, for purposes of determining
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 this registration
statement shall be deemed to be a new registration statement relating to the
securities offering herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 of
this registration statement, or otherwise, the Registrant has been advised that
in the opinion of the 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 section,
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.

                                     II-3
5

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
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 McLean, State of Virginia, on this 25th day of
September 1997.

                                    APACHE MEDICAL SYSTEMS, INC.                
                                                                               
                                    By:  /s/  Gerald E. Bisbee, Jr., Ph.D.      
                                        --------------------------------------  
                                              Gerald E. Bisbee, Jr., Ph.D.     
                                          Chairman and Chief Executive Officer 

                              POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gerald E. Bisbee, Jr., Ph.D. and Robert
J. Sullivan, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to sign, execute and file
this Registration Statement and any or all amendments (including, without
limitation, post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and all documents required to be filed
with respect therewith, with the Securities and Exchange Commission or any
regulatory authority, granting unto such attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith and about the premises in
order to effectuate the same as fully to all intents and purposes as he might
or could do if personally present, hereby ratifying and confirming all that
such attorneys-in-fact and agents or his or their substitute or substitutes,
may lawfully do or cause to be done.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on this 25th day of September 1997.
SIGNATURES                                                       TITLE
----------                                                       -----
/s/  Gerald E. Bisbee, Jr., Ph.D.                                                                       
----------------------------------                Chairman and Chief Executive Officer                   
Gerald E. Bisbee, Jr., Ph.D.                      (Principal Executive Officer)                          
                                                                                                         
 /s/  Robert J. Sullivan                                                                                 
----------------------------------                Vice President, Chief Financial Officer and Treasurer  
Robert J. Sullivan                                (Principal Financial and Accounting Officer)           

 /s/  Edward J. Connors                      
----------------------------------                Director 
Edward J. Connors                                          
                                                           
 /s/  Thomas W. Hodson                                     
----------------------------------                Director 
Thomas W. Hodson                                           
                                                           
 /s/  William A. Knaus, M.D.                               
----------------------------------                Director 
William A. Knaus, M.D.                                     
                                                           
 /s/  Lawrence S. Lewin                                    
----------------------------------                Director 
Lawrence S. Lewin                                          
                                                           
 /s/  Francis G. Ziegler                                   
----------------------------------                Director 
Francis G. Ziegler
S-1
6

                              INDEX TO EXHIBITS
Exhibit Number   Description of Document
--------------   -----------------------
4.1         Amended and Restated Certificate of Incorporation**
     4.2         By-laws*
     5.1         Opinion of Gardner, Carton & Douglas regarding legality of securities
     23.1        Consent of KPMG Peat Marwick LLP
     23.2        Consent of Gardner, Carton & Douglas (included in exhibit 5.1)
     24.1        Powers of Attorney (included on signature page)
_____________
*    Incorporated by reference to the Registrant's Registration Statement on
     Form S-1 (333-4106), initially filed April 26, 1996.

**   Incorporated by reference to the Registrant's Report on Form 10-Q for the
     quarter ended June 30, 1997.

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