<PAGE>


              As filed with the Securities and Exchange Commission
                               on October 26, 2000

                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              VISION-SCIENCES, INC.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                      13-3430173
     (State or other jurisdiction of                        (I.R.S. Employer
      incorporation or organization)                     Identification Number)

 9 STRATHMORE ROAD, NATICK, MASSACHUSETTS                        01760
 (Address of Principal Executive Offices)                      (Zip Code)

                            2000 STOCK INCENTIVE PLAN
                            (Full title of the Plan)

                                  KATSUMI ONEDA
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              VISION-SCIENCES, INC.
                                9 STRATHMORE ROAD
                           NATICK, MASSACHUSETTS 01760

                                 WITH A COPY TO:

                               Peter B. Tarr, Esq.
                                Hale and Dorr LLP
                                 60 State Street
                           Boston, Massachusetts 02109
                                 (617) 526-6000

            (Name, address, including zip code, and telephone number,
                   including area code, of agents for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------ ---------------------- ---------------------- ---------------------- -----------------
                                                Proposed Maximum       Proposed Maximum
Title of                 Amount to be           Offering Price         Aggregate              Amount of
Securities               Registered             Per Share              Offering Price         Registration
to be Registered                                                                              Fee
------------------------ ---------------------- ---------------------- ---------------------- -----------------
<S>                      <C>                    <C>                    <C>                    <C>
Common Stock,
$.01 par value            4,000,000 shares          $0.94  (1)          $3,760,000  (1)           $992.64
------------------------ ---------------------- ---------------------- ---------------------- -----------------
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee, and
     based upon the average of the high and low prices of the Common Stock on
     the Nasdaq National Market on October 23, 2000 in accordance with Rules
     457(c) and 457(h) of the Securities Act of 1933.


<PAGE>


PART I.       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

              The information required by Part I is included in documents sent
or given to participants in the Plan pursuant to Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").

PART II.      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

              The following documents, which are filed with the Securities and
Exchange Commission (the "Commission"), are incorporated in this Registration
Statement by reference:

              (1) The Registrant's latest annual report filed pursuant to
         Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
         amended (the "Exchange Act"), or the latest prospectus filed pursuant
         to Rule 424(b) under the Securities Act that contains audited financial
         statements for the Registrant's latest fiscal year for which such
         statements have been filed.

              (2) All other reports filed pursuant to Sections 13(a) or 15(d) of
         the Exchange Act since the end of the fiscal year covered by the annual
         report or the prospectus referred to in (1) above.

              (3) The description of the common stock of the Registrant, $.01
         par value per share (the "Common Stock"), contained in the Registrant's
         Registration Statement on Form 8-A filed under the Exchange Act,
         including any amendment or report filed for the purpose of updating
         such description.

              All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents. Any
statement contained in a document incorporated or deemed to be 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 any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall 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.


                                      -2-
<PAGE>


         Item 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

              Section 102 of the Delaware General Corporation Law allows a
corporation to eliminate the personal liability of directors of a corporation to
the corporation or its stockholders for monetary damages for a breach of
fiduciary duty as a director, except where the director breached his duty of
loyalty, failed to act in good faith, engaged in intentional misconduct or
knowingly violated a law, authorized the payment of a dividend or approved a
stock repurchase in violation of Delaware corporate law or obtained an improper
personal benefit. Article SEVENTH of the Registrant's Amended and Restated
Certificate of Incorporation includes such a provision.

              Section 145 of the General Corporation Law of Delaware provides
that a corporation has the power to indemnify a director, officer, employee or
agent of the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.

              Article EIGHTH of the Registrant's Amended and Restated
Certificate of Incorporation provides that a director or officer of the
Registrant (a) shall be indemnified by the Registrant against all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
incurred in connection with any litigation or other legal proceeding (other than
an action by or in the right of the Registrant) brought against him by virtue of
his position as a director or officer of the Registrant if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interest of the Registrant, and, with respect to any criminal action or
proceeding, has no reasonable cause to believe his conduct was unlawful and (b)
shall be indemnified by the Registrant against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement incurred in
connection with any action by or in the right of the Registrant brought against
him by virtue of his position as a director or officer of the Registrant if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Registrant, except that no indemnification
shall be made with respect to any matter as to which such person shall have been
adjudged to be liable to the Registrant, unless a court determines that, despite
such adjudication but in view of all of the circumstances, he is entitled to
indemnification of such expenses. Notwithstanding the foregoing, to the extent
that a director or officer has been successful, on the merits or otherwise,
including, without limitation, the dismissal of an action without prejudice, he
is required to be indemnified by the Registrant against all expenses (including
attorneys' fees) incurred in connection therewith. Expenses shall be advanced by
the Registrant to a director or officer at his request, provided that he
undertakes to repay the amount advanced if it is ultimately determined that he
is not entitled to indemnification for such expenses.

              Indemnification is required to be made promptly unless the
Registrant determines that the applicable standard of conduct required for
indemnification has not been met. In the event the Registrant denies a request
for indemnification, or if the Registrant fails to dispose of a request for
indemnification within 60 days after such payment is claimed by the indemnitee,
such person is permitted to petition the court to make an independent


                                      -3-
<PAGE>


determination as to whether such person is entitled to indemnification. As a
condition precedent to the right of indemnification, the director or officer
must give the Registrant notice of the action for which indemnity is sought and
the Registrant has the right to participate in such action or assume the defense
thereof.

              Article EIGHTH of the Registrant's Amended and Restated
Certificate of Incorporation further provides that the indemnification provided
therein is not exclusive, and provides that in the event that the Delaware
General Corporation Law is amended to expand the indemnification permitted to
directors or officers, the Registrant must indemnify those persons to the
fullest extent permitted by such law as so amended.

         Item 7.    EXEMPTION FROM REGISTRATION CLAIMED

              Not applicable.

         Item 8.  EXHIBITS

Exhibit
Number             Description

3.1 (1)            Restated Certificate of Incorporation of the Registrant, as
                   amended to date
3.2 (2)            By-Laws of the Registrant, as amended to date
4.1 (2)            Specimen certificate for shares of Common Stock
4.2 (3)            2000 Stock Incentive Plan
5.1                Opinion of Hale and Dorr LLP
23.1               Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2               Consent of Arthur Andersen LLP
24                 Power of Attorney (included on the signature page to this
                   Registration Statement)
-----------
(1)  Incorporated herein by reference from the Registrant's Annual Report on
     Form 10-K for the fiscal year ended March 31, 1993.

(2)  Incorporated herein by reference from the Registrant's Registration
     Statement on Form S-1 (File No. 33-53490).

(3)  Incorporated herein by reference from the Registrant's Annual Report on
     Form 10-K for the fiscal year ended March 31, 2000.


         Item 9.    UNDERTAKINGS

         1.       The Registrant hereby undertakes:

                  (a) To file, during any period in which offers or sales are
              being made, a post-effective amendment to this Registration
              Statement 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;

                  (b) 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


                                      -4-
<PAGE>


              offered therein, and the offering of such securities at that time
              shall be deemed to be the initial BONA FIDE offering thereof.

                  (c) 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.

         2. The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.

         3. 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 Commission such
indemnification is against public policy as expressed in the Securities 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, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.



                                      -5-
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Natick, Commonwealth of Massachusetts, on this
26th day of October, 2000.

                                VISION-SCIENCES, INC.


                                By: /s/ Katsumi Oneda
                                    -----------------------------------------
                                Name:  Katsumi Oneda
                                Title: President, Chief Executive Officer and
                                       Chairman of the Board



                                      -6-
<PAGE>


                        SIGNATURES AND POWER OF ATTORNEY

         We, the undersigned officers and directors of Vision-Sciences, Inc.,
hereby severally constitute and appoint James A. Tracy and Peter B. Tarr, and
each of them singly, our true and lawful attorneys with full power to any of
them, and to each of them singly, to sign for us and in our names in the
capacities indicated below the Registration Statement on Form S-8 filed herewith
and any and all pre-effective and post-effective amendments to said Registration
Statement and generally to do all such things in our name and behalf in our
capacities as officers and directors to enable Vision-Sciences, Inc. to comply
with the provisions of the Securities Act of 1933 and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.

         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.

<TABLE>
<CAPTION>

 SIGNATURE                           TITLE                                            DATE
 <S>                                 <C>                                              <C>
  /s/ Katsumi Oneda                  President, Chief Executive Officer and           October 26, 2000
 ----------------------------        Chairman of the Board of Directors
   Katsumi Oneda                     (Principal Executive Officer)

  /s/ James A. Tracy                 Vice President Finance, Chief Financial and      October 26, 2000
 ----------------------------        Accounting Officer (Principal Financial
   James A. Tracy                    and Accounting Officer)

  /s/ Gerald B. Lichtenberger        Director                                         October 26, 2000
 ----------------------------
   Gerald B. Lichtenberger

  /s/ Kenneth Anstey                 Director                                         October 26, 2000
 ----------------------------
   Kenneth Anstey

  /s/ Lewis C. Pell                  Director                                         October 26, 2000
 ----------------------------
   Lewis C. Pell

  /s/ Fred E. Silverstein            Director                                         October 17, 2000
 ----------------------------
    Fred E. Silverstein
</TABLE>



                                      -7-
<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number           Description

3.1 (1)          Restated Certificate of Incorporation of the Registrant, as
                 amended to date
3.2 (2)          By-Laws of the Registrant, as amended to date
4.1 (2)          Specimen certificate for shares of Common Stock
4.2 (3)          2000 Stock Incentive Plan
5.1              Opinion of Hale and Dorr LLP
23.1             Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2             Consent of Arthur Andersen LLP
24               Power of Attorney (included on the signature page to this
                 Registration Statement)
----------
(1)  Incorporated herein by reference from the Registrant's Annual Report on
     Form 10-K for the fiscal year ended March 31, 1993.

(2)  Incorporated herein by reference from the Registrant's Registration
     Statement on Form S-1 (File No. 33-53490).

(3)  Incorporated herein by reference from the Registrant's Annual Report on
     Form 10-K for the fiscal year ended March 31, 2000.

                                      -8-
[{"type": "S-8", "sequence": "1", "filename": "a2028012zs-8.txt", "description": "S-8", "secsgml_size_bytes": 19536}]
{"company-data": {"conformed-name": "VISION SCIENCES INC /DE/", "cik": "0000894237", "assigned-sic": "7372", "irs-number": "133430173", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48654", "film-number": "746320"}, "business-address": {"street1": "9 STRATHMORE ROAD", "city": "NATICK", "state": "MA", "zip": "01760", "phone": "5086509971"}}
As filed with the Securities and Exchange Commission
                               on October 26, 2000

                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              VISION-SCIENCES, INC.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                      13-3430173
     (State or other jurisdiction of                        (I.R.S. Employer
      incorporation or organization)                     Identification Number)

 9 STRATHMORE ROAD, NATICK, MASSACHUSETTS                        01760
 (Address of Principal Executive Offices)                      (Zip Code)

                            2000 STOCK INCENTIVE PLAN
                            (Full title of the Plan)

                                  KATSUMI ONEDA
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              VISION-SCIENCES, INC.
                                9 STRATHMORE ROAD
                           NATICK, MASSACHUSETTS 01760

                                 WITH A COPY TO:

                               Peter B. Tarr, Esq.
                                Hale and Dorr LLP
                                 60 State Street
                           Boston, Massachusetts 02109
                                 (617) 526-6000

            (Name, address, including zip code, and telephone number,
                   including area code, of agents for service)

                         CALCULATION OF REGISTRATION FEE
------------------------ ---------------------- ---------------------- ---------------------- -----------------
                                                Proposed Maximum       Proposed Maximum
Title of                 Amount to be           Offering Price         Aggregate              Amount of
Securities               Registered             Per Share              Offering Price         Registration
to be Registered                                                                              Fee
------------------------ ---------------------- ---------------------- ---------------------- -----------------
Common Stock,
$.01 par value            4,000,000 shares          $0.94  (1)          $3,760,000  (1)           $992.64
------------------------ ---------------------- ---------------------- ---------------------- -----------------
(1)  Estimated solely for the purpose of calculating the registration fee, and
     based upon the average of the high and low prices of the Common Stock on
     the Nasdaq National Market on October 23, 2000 in accordance with Rules
     457(c) and 457(h) of the Securities Act of 1933.
PART I.       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

              The information required by Part I is included in documents sent
or given to participants in the Plan pursuant to Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").

PART II.      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

              The following documents, which are filed with the Securities and
Exchange Commission (the "Commission"), are incorporated in this Registration
Statement by reference:

              (1) The Registrant's latest annual report filed pursuant to
         Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
         amended (the "Exchange Act"), or the latest prospectus filed pursuant
         to Rule 424(b) under the Securities Act that contains audited financial
         statements for the Registrant's latest fiscal year for which such
         statements have been filed.

              (2) All other reports filed pursuant to Sections 13(a) or 15(d) of
         the Exchange Act since the end of the fiscal year covered by the annual
         report or the prospectus referred to in (1) above.

              (3) The description of the common stock of the Registrant, $.01
         par value per share (the "Common Stock"), contained in the Registrant's
         Registration Statement on Form 8-A filed under the Exchange Act,
         including any amendment or report filed for the purpose of updating
         such description.

              All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents. Any
statement contained in a document incorporated or deemed to be 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 any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall 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.

                                      -2-
Item 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

              Section 102 of the Delaware General Corporation Law allows a
corporation to eliminate the personal liability of directors of a corporation to
the corporation or its stockholders for monetary damages for a breach of
fiduciary duty as a director, except where the director breached his duty of
loyalty, failed to act in good faith, engaged in intentional misconduct or
knowingly violated a law, authorized the payment of a dividend or approved a
stock repurchase in violation of Delaware corporate law or obtained an improper
personal benefit. Article SEVENTH of the Registrant's Amended and Restated
Certificate of Incorporation includes such a provision.

              Section 145 of the General Corporation Law of Delaware provides
that a corporation has the power to indemnify a director, officer, employee or
agent of the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.

              Article EIGHTH of the Registrant's Amended and Restated
Certificate of Incorporation provides that a director or officer of the
Registrant (a) shall be indemnified by the Registrant against all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
incurred in connection with any litigation or other legal proceeding (other than
an action by or in the right of the Registrant) brought against him by virtue of
his position as a director or officer of the Registrant if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interest of the Registrant, and, with respect to any criminal action or
proceeding, has no reasonable cause to believe his conduct was unlawful and (b)
shall be indemnified by the Registrant against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement incurred in
connection with any action by or in the right of the Registrant brought against
him by virtue of his position as a director or officer of the Registrant if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Registrant, except that no indemnification
shall be made with respect to any matter as to which such person shall have been
adjudged to be liable to the Registrant, unless a court determines that, despite
such adjudication but in view of all of the circumstances, he is entitled to
indemnification of such expenses. Notwithstanding the foregoing, to the extent
that a director or officer has been successful, on the merits or otherwise,
including, without limitation, the dismissal of an action without prejudice, he
is required to be indemnified by the Registrant against all expenses (including
attorneys' fees) incurred in connection therewith. Expenses shall be advanced by
the Registrant to a director or officer at his request, provided that he
undertakes to repay the amount advanced if it is ultimately determined that he
is not entitled to indemnification for such expenses.

              Indemnification is required to be made promptly unless the
Registrant determines that the applicable standard of conduct required for
indemnification has not been met. In the event the Registrant denies a request
for indemnification, or if the Registrant fails to dispose of a request for
indemnification within 60 days after such payment is claimed by the indemnitee,
such person is permitted to petition the court to make an independent

                                      -3-
determination as to whether such person is entitled to indemnification. As a
condition precedent to the right of indemnification, the director or officer
must give the Registrant notice of the action for which indemnity is sought and
the Registrant has the right to participate in such action or assume the defense
thereof.

              Article EIGHTH of the Registrant's Amended and Restated
Certificate of Incorporation further provides that the indemnification provided
therein is not exclusive, and provides that in the event that the Delaware
General Corporation Law is amended to expand the indemnification permitted to
directors or officers, the Registrant must indemnify those persons to the
fullest extent permitted by such law as so amended.

         Item 7.    EXEMPTION FROM REGISTRATION CLAIMED

              Not applicable.

         Item 8.  EXHIBITS

Exhibit
Number             Description

3.1 (1)            Restated Certificate of Incorporation of the Registrant, as
                   amended to date
3.2 (2)            By-Laws of the Registrant, as amended to date
4.1 (2)            Specimen certificate for shares of Common Stock
4.2 (3)            2000 Stock Incentive Plan
5.1                Opinion of Hale and Dorr LLP
23.1               Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2               Consent of Arthur Andersen LLP
24                 Power of Attorney (included on the signature page to this
                   Registration Statement)
-----------
(1)  Incorporated herein by reference from the Registrant's Annual Report on
     Form 10-K for the fiscal year ended March 31, 1993.

(2)  Incorporated herein by reference from the Registrant's Registration
     Statement on Form S-1 (File No. 33-53490).

(3)  Incorporated herein by reference from the Registrant's Annual Report on
     Form 10-K for the fiscal year ended March 31, 2000.

         Item 9.    UNDERTAKINGS

         1.       The Registrant hereby undertakes:

                  (a) To file, during any period in which offers or sales are
              being made, a post-effective amendment to this Registration
              Statement 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;

                  (b) 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

                                      -4-
offered therein, and the offering of such securities at that time
              shall be deemed to be the initial BONA FIDE offering thereof.

                  (c) 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.

         2. The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.

         3. 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 Commission such
indemnification is against public policy as expressed in the Securities 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, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      -5-
SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Natick, Commonwealth of Massachusetts, on this
26th day of October, 2000.

                                VISION-SCIENCES, INC.

                                By: /s/ Katsumi Oneda
                                    -----------------------------------------
                                Name:  Katsumi Oneda
                                Title: President, Chief Executive Officer and
                                       Chairman of the Board

                                      -6-
SIGNATURES AND POWER OF ATTORNEY

         We, the undersigned officers and directors of Vision-Sciences, Inc.,
hereby severally constitute and appoint James A. Tracy and Peter B. Tarr, and
each of them singly, our true and lawful attorneys with full power to any of
them, and to each of them singly, to sign for us and in our names in the
capacities indicated below the Registration Statement on Form S-8 filed herewith
and any and all pre-effective and post-effective amendments to said Registration
Statement and generally to do all such things in our name and behalf in our
capacities as officers and directors to enable Vision-Sciences, Inc. to comply
with the provisions of the Securities Act of 1933 and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.

         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.
SIGNATURE                           TITLE                                            DATE
/s/ Katsumi Oneda                  President, Chief Executive Officer and           October 26, 2000
 ----------------------------        Chairman of the Board of Directors
   Katsumi Oneda                     (Principal Executive Officer)

  /s/ James A. Tracy                 Vice President Finance, Chief Financial and      October 26, 2000
 ----------------------------        Accounting Officer (Principal Financial
   James A. Tracy                    and Accounting Officer)

  /s/ Gerald B. Lichtenberger        Director                                         October 26, 2000
 ----------------------------
   Gerald B. Lichtenberger

  /s/ Kenneth Anstey                 Director                                         October 26, 2000
 ----------------------------
   Kenneth Anstey

  /s/ Lewis C. Pell                  Director                                         October 26, 2000
 ----------------------------
   Lewis C. Pell

  /s/ Fred E. Silverstein            Director                                         October 17, 2000
 ----------------------------
    Fred E. Silverstein
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EXHIBIT INDEX

Exhibit
Number           Description

3.1 (1)          Restated Certificate of Incorporation of the Registrant, as
                 amended to date
3.2 (2)          By-Laws of the Registrant, as amended to date
4.1 (2)          Specimen certificate for shares of Common Stock
4.2 (3)          2000 Stock Incentive Plan
5.1              Opinion of Hale and Dorr LLP
23.1             Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2             Consent of Arthur Andersen LLP
24               Power of Attorney (included on the signature page to this
                 Registration Statement)
----------
(1)  Incorporated herein by reference from the Registrant's Annual Report on
     Form 10-K for the fiscal year ended March 31, 1993.

(2)  Incorporated herein by reference from the Registrant's Registration
     Statement on Form S-1 (File No. 33-53490).

(3)  Incorporated herein by reference from the Registrant's Annual Report on
     Form 10-K for the fiscal year ended March 31, 2000.

                                      -8-