<PAGE>   1
           As filed with the Securities and Exchange Commission on July 18, 1996
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

           DELAWARE                                       77-0095687
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

                                645 CLYDE AVENUE
                         MOUNTAIN VIEW, CALIFORNIA 94043
               (Address of principal executive offices) (Zip Code)

                               CARDIOMETRICS, INC.
                            1995 STOCK INCENTIVE PLAN
                            (Full title of the Plan)

                              ROBERT Y. NEWELL, IV
                   VICE PRESIDENT, FINANCE AND ADMINISTRATION,
                      CHIEF FINANCIAL OFFICER AND SECRETARY
                               CARDIOMETRICS, INC.
                645 CLYDE AVENUE, MOUNTAIN VIEW, CALIFORNIA 94043
                     (Name and address of agent for service)
                                 (415) 961-6993
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
            Title of                                           Proposed Maximum      Proposed Maximum
           Securities                        Amount                Offering              Aggregate            Amount of
              to be                          to be                   Price               Offering           Registration
           Registered                     Registered(1)           per Share(2)           Price(2)                Fee
           ----------                     -------------           ------------           --------                ---

<S>                                          <C>                    <C>                 <C>                      <C>
Options to purchase Common Stock             225,000                 N/A                    N/A                   N/A
Common Stock, $0.01 par value                225,000                $5.06               $1,138,500               $393
</TABLE>



(1)    This Registration Statement shall also cover any additional shares of
       Common Stock which become issuable under the 1995 Stock Incentive Plan by
       reason of any stock dividend, stock split, recapitalization or other
       similar transaction effected without the receipt of consideration which
       results in an increase in the number of the outstanding shares of Common
       Stock of Cardiometrics, Inc.

(2)    Calculated solely for purposes of this offering under Rule 457(h) of the
       Securities Act of 1933, as amended, on the basis of the average of the
       high and low price per share of Common Stock of Cardiometrics, Inc. as
       reported on the Nasdaq National Market on July 12, 1996.


<PAGE>   2
                                     PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

         Cardiometrics, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):

         (a)      The Registrant's report on Form 10-K for the fiscal year ended
                  December 31, 1995;

         (b)      The Registrant's report on Form 10-Q for the fiscal quarter
                  ended March 31, 1996; and

         (c)      The Registrant's Registration Statement No. 0-26748 on Form
                  8-A filed with the SEC on September 13, 1995, together with
                  amendments thereto, pursuant to Section 12 of the Securities
                  Exchange Act of 1934, as amended (the "1934 Act"), in which
                  there is described the terms, rights and provisions applicable
                  to the Registrant's outstanding Common Stock.

         All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4. Description of Securities

         Not Applicable.

Item 5. Interests of Named Experts and Counsel

         Not Applicable.

Item 6. Indemnification of Directors and Officers

         Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. The
Registrant's Bylaws provide for mandatory indemnification of its directors and
officers and permissible indemnification of employees and other agents to the
maximum extent permitted by the Delaware General Corporation Law. The
Registrant's Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages for breach of their
fiduciary duty as directors to the Registrant and its stockholders. This
provision in the Certificate of Incorporation does not eliminate the fiduciary
duty of the directors, and, in appropriate circumstances, equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director 



                                      II-2
<PAGE>   3
and for payment of dividends or approval of stock repurchases or redemptions
that are unlawful under Delaware law. The provision also does not affect a
director's responsibilities under any other law, such as the federal securities
laws or state or federal environmental laws. The Registrant has entered into
Indemnification Agreements with its officers and directors. The Indemnification
Agreements also provide the Registrant's officers and directors with
indemnification to the maximum extent permitted by the Delaware General
Corporation Law.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

<TABLE>
<CAPTION>
Exhibit Number                                    Exhibit
- --------------                                    -------

<S>                            <C>
     5                         Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin &
                               Hachigian, LLP.
     23.1                      Consent of Ernst & Young LLP, Independent Auditors.
     23.2                      Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is
                               contained in Exhibit 5.
     24                        Power of Attorney.  Reference is made to page II-5 of this Registration Statement.
     99.1                      1995 Stock Incentive Plan.
     99.2                      Form of Notice of Grant to be generally used in connection with the 1995 Stock
                               Incentive Plan (incorporated by reference to Registration Statement No. 33-98920 on
                               Form S-8 filed with the SEC on November 2, 1996).
     99.3                      Form of Stock Option Agreement to be generally
                               used in connection with the 1995 Stock Incentive
                               Plan (incorporated by reference to Registration
                               Statement No. 33- 98920 on Form S-8 filed with
                               the SEC on November 2, 1996).
     99.4                      Addendum to Stock Option Agreement (Involuntary Termination) (incorporated by
                               reference to Registration Statement No. 33-98920 on Form S-8 filed with the SEC on
                               November 2, 1996).
     99.5                      Addendum to Stock Option Agreement (Limited Stock Appreciation Right)
                               (incorporated by reference to Registration Statement No. 33-98920 on Form S-8 filed
                               with the SEC on November 2, 1996).
     99.6                      Form of Stock Issuance Agreement to be generally
                               used in connection with the 1995 Stock Incentive
                               Plan (incorporated by reference to Registration
                               Statement No. 33- 98920 on Form S-8 filed with
                               the SEC on November 2, 1996).
     99.7                      Addendum to Stock Issuance Agreement (Involuntary Termination) (incorporated by
                               reference to Registration Statement No. 33-98920 on Form S-8 filed with the SEC on
                               November 2, 1996).
     99.8                      Form of Notice of Grant (Non-Employee Director - Initial Grant) to be generally
                               used in connection with the automatic grant program of the 1995 Stock Incentive Plan 
</TABLE>






                                      II-3
<PAGE>   4
<TABLE>
<S>                            <C>    
                               (incorporated by reference to Registration
                               Statement No. 33-98920 on Form S-8 filed with the
                               SEC on November 2, 1996).

     99.9                      Form of Notice of Grant (Non-Employee Director -
                               Annual Grant) to be generally used in connection
                               with the automatic grant program of the 1995
                               Stock Incentive Plan (incorporated by reference
                               to Registration Statement No. 33-98920 on Form
                               S-8 filed with the SEC on November 2, 1996).

     99.10                     Form of Stock Option Agreement (Non-Employee
                               Director) to be generally used in connection with
                               the automatic grant program of the 1995 Stock
                               Incentive Plan (incorporated by reference to
                               Registration Statement No. 33-98920 on Form S-8
                               filed with the SEC on November 2, 1996).
</TABLE>


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 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
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 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof and (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 Registrant's 1995
Stock Incentive Plan.

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

         C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.




                                      II-4
<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 Mountain View, State of California on this 15th
day of July, 1996.

                             CARDIOMETRICS, INC.

                             By: /S/ Menahem Nassi
                                 -----------------------------------------------
                                 Menahem Nassi, Ph.D.
                                 President, Chief Executive Officer and Director




                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That the undersigned officers and directors of Cardiometrics, Inc., a
Delaware corporation, do hereby constitute and appoint Menahem Nassi and Robert
Y. Newell, IV, and either of them, the lawful attorneys-in-fact and agents with
full power and authority to do any and all acts and things and to execute any
and all instruments which said attorneys and agents, and either one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and either of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

         IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                       Title                                              Date
- ---------                                       -----                                              ----

<S>                                             <C>                                               <C> 
/S/  Menahem Nassi                              President, Chief Executive Officer                July 15, 1996
- ---------------------------------               and Director                 
Menahem Nassi, Ph.D.                            (Principal Executive Officer)
                                                                             

/S/  Robert Y. Newell                           Vice President, Finance and                       July 15, 1996
- ---------------------------------               Administration, Chief Financial Officer     
Robert Y. Newell, IV                            and Secretary                               
                                                (Principal Financial and Accounting Officer)
                                                                                            
</TABLE>







                                      II-5

<PAGE>   6
<TABLE>
<S>                                             <C>                               <C> 
/S/  H. Raymond Wallace                         Chairman of the Board             July 15, 1996
- ----------------------------
H. Raymond Wallace

/S/  Neal Dempsey                               Director                          July 15, 1996
- ----------------------------                                                      
Neal Dempsey                                                                      
                                                                                  
/S/  Robert J. Erra                             Director                          July 15, 1996
- ----------------------------                                                      
Robert J. Erra                                                                    
                                                                                  
/S/  Jeffrey M. Folick                          Director                          July 15, 1996
- ----------------------------                                                      
Jeffrey M. Folick                                                                 
                                                                                  
/S/  Brian D. Jacobs                            Director                          July 15, 1996
- ----------------------------                                                      
Brian D. Jacobs                                                                   
                                                                                  
                                                Director                          _______, 1996
- ----------------------------                                                      
David B. Musket                                                                   
                                                                                  
/S/  Gary S. Petersmeyer                        Director                          July 15, 1996
- ----------------------------                                         
Gary S. Petersmeyer
</TABLE>




                                      II-6
<PAGE>   7
                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                               CARDIOMETRICS, INC.


<PAGE>   8



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit                                                                                          Sequentially
Number                Exhibit                                                                    Numbered Page
- ------                -------                                                                    -------------

<S>                 <C>                                                                             <C>
   5                Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin &
                    Hachigian, LLP.

   23.1             Consent of Ernst & Young LLP, Independent Auditors.

   23.2             Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
                    LLP is contained in Exhibit 5.

   24               Power of Attorney.  Reference is made to page II-5 of this Registration
                    Statement.

   99.1             1995 Stock Incentive Plan.

   99.2             Form of Notice of Grant to be generally used in connection
                    with the 1995 Stock Incentive Plan (incorporated by
                    reference to Registration Statement No. 33-98920 on Form S-8
                    filed with the SEC on November 2, 1996).

   99.3             Form of Stock Option Agreement to be generally used in connection with the
                    1995 Stock Incentive Plan (incorporated by reference to Registration
                    Statement No. 33-98920 on Form S-8 filed with the SEC on November 2,
                    1996).

   99.4             Addendum to Stock Option Agreement (Involuntary Termination)
                    (incorporated by reference to Registration Statement No. 33-98920 on Form
                    S-8 filed with the SEC on November 2, 1996).

   99.5             Addendum to Stock Option Agreement (Limited Stock Appreciation Right)
                    (incorporated by reference to Registration Statement No. 33-98920 on Form
                    S-8 filed with the SEC on November 2, 1996).

   99.6             Form of Stock Issuance Agreement to be generally used in connection with
                    the 1995 Stock Incentive Plan (incorporated by reference to Registration
                    Statement No. 33-98920 on Form S-8 filed with the SEC on November 2,
                    1996).

   99.7             Addendum to Stock Issuance Agreement (Involuntary Termination)
                    (incorporated by reference to Registration Statement No. 33-98920 on Form
                    S-8 filed with the SEC on November 2, 1996).

   99.8             Form of Notice of Grant (Non-Employee Director - Initial
                    Grant) to be generally used in connection with the automatic
                    grant program of the 1995 Stock Incentive Plan (incorporated
                    by reference to Registration Statement No. 33-98920 on Form
                    S-8 filed with the SEC on November 2, 1996).

   99.9             Form of Notice of Grant (Non-Employee Director - Annual Grant) to be
                    generally used in connection with the automatic grant program of the 1995
                    Stock Incentive Plan (incorporated by reference to Registration Statement
                    No. 33-98920 on Form S-8 filed with the SEC on November 2, 1996).
</TABLE>



<PAGE>   9
<TABLE>
<CAPTION>
                                                                                                  Sequentially
                                                                                                  Numbered Page
                                                                                                  -------------

<S>                 <C>                                                                             <C>
   99.10            Form of Stock Option Agreement (Non-Employee Director) to be generally
                    used in connection with the automatic grant program of the 1995 Stock
                    Incentive Plan (incorporated by reference to Registration Statement No. 33-
                    98920 on Form S-8 filed with the SEC on November 2, 1996).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25464}]
{"company-data": {"conformed-name": "CARDIOMETRICS INC", "cik": "0001000369", "assigned-sic": "3841", "irs-number": "770095687", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08349", "film-number": "96596265"}, "business-address": {"street1": "645 CLYDE AVE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043", "phone": "4159616993"}, "mail-address": {"street1": "645 CLYDE AVE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043"}}
1
           As filed with the Securities and Exchange Commission on July 18, 1996
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

           DELAWARE                                       77-0095687
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

                                645 CLYDE AVENUE
                         MOUNTAIN VIEW, CALIFORNIA 94043
               (Address of principal executive offices) (Zip Code)

                               CARDIOMETRICS, INC.
                            1995 STOCK INCENTIVE PLAN
                            (Full title of the Plan)

                              ROBERT Y. NEWELL, IV
                   VICE PRESIDENT, FINANCE AND ADMINISTRATION,
                      CHIEF FINANCIAL OFFICER AND SECRETARY
                               CARDIOMETRICS, INC.
                645 CLYDE AVENUE, MOUNTAIN VIEW, CALIFORNIA 94043
                     (Name and address of agent for service)
                                 (415) 961-6993
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Title of                                           Proposed Maximum      Proposed Maximum
           Securities                        Amount                Offering              Aggregate            Amount of
              to be                          to be                   Price               Offering           Registration
           Registered                     Registered(1)           per Share(2)           Price(2)                Fee
           ----------                     -------------           ------------           --------                ---
Options to purchase Common Stock             225,000                 N/A                    N/A                   N/A
Common Stock, $0.01 par value                225,000                $5.06               $1,138,500               $393
(1)    This Registration Statement shall also cover any additional shares of
       Common Stock which become issuable under the 1995 Stock Incentive Plan by
       reason of any stock dividend, stock split, recapitalization or other
       similar transaction effected without the receipt of consideration which
       results in an increase in the number of the outstanding shares of Common
       Stock of Cardiometrics, Inc.

(2)    Calculated solely for purposes of this offering under Rule 457(h) of the
       Securities Act of 1933, as amended, on the basis of the average of the
       high and low price per share of Common Stock of Cardiometrics, Inc. as
       reported on the Nasdaq National Market on July 12, 1996.
2
                                     PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

         Cardiometrics, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):

         (a)      The Registrant's report on Form 10-K for the fiscal year ended
                  December 31, 1995;

         (b)      The Registrant's report on Form 10-Q for the fiscal quarter
                  ended March 31, 1996; and

         (c)      The Registrant's Registration Statement No. 0-26748 on Form
                  8-A filed with the SEC on September 13, 1995, together with
                  amendments thereto, pursuant to Section 12 of the Securities
                  Exchange Act of 1934, as amended (the "1934 Act"), in which
                  there is described the terms, rights and provisions applicable
                  to the Registrant's outstanding Common Stock.

         All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4. Description of Securities

         Not Applicable.

Item 5. Interests of Named Experts and Counsel

         Not Applicable.

Item 6. Indemnification of Directors and Officers

         Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. The
Registrant's Bylaws provide for mandatory indemnification of its directors and
officers and permissible indemnification of employees and other agents to the
maximum extent permitted by the Delaware General Corporation Law. The
Registrant's Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages for breach of their
fiduciary duty as directors to the Registrant and its stockholders. This
provision in the Certificate of Incorporation does not eliminate the fiduciary
duty of the directors, and, in appropriate circumstances, equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director 

                                      II-2
3
and for payment of dividends or approval of stock repurchases or redemptions
that are unlawful under Delaware law. The provision also does not affect a
director's responsibilities under any other law, such as the federal securities
laws or state or federal environmental laws. The Registrant has entered into
Indemnification Agreements with its officers and directors. The Indemnification
Agreements also provide the Registrant's officers and directors with
indemnification to the maximum extent permitted by the Delaware General
Corporation Law.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits
Exhibit Number                                    Exhibit
- --------------                                    -------
5                         Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin &
                               Hachigian, LLP.
     23.1                      Consent of Ernst & Young LLP, Independent Auditors.
     23.2                      Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is
                               contained in Exhibit 5.
     24                        Power of Attorney.  Reference is made to page II-5 of this Registration Statement.
     99.1                      1995 Stock Incentive Plan.
     99.2                      Form of Notice of Grant to be generally used in connection with the 1995 Stock
                               Incentive Plan (incorporated by reference to Registration Statement No. 33-98920 on
                               Form S-8 filed with the SEC on November 2, 1996).
     99.3                      Form of Stock Option Agreement to be generally
                               used in connection with the 1995 Stock Incentive
                               Plan (incorporated by reference to Registration
                               Statement No. 33- 98920 on Form S-8 filed with
                               the SEC on November 2, 1996).
     99.4                      Addendum to Stock Option Agreement (Involuntary Termination) (incorporated by
                               reference to Registration Statement No. 33-98920 on Form S-8 filed with the SEC on
                               November 2, 1996).
     99.5                      Addendum to Stock Option Agreement (Limited Stock Appreciation Right)
                               (incorporated by reference to Registration Statement No. 33-98920 on Form S-8 filed
                               with the SEC on November 2, 1996).
     99.6                      Form of Stock Issuance Agreement to be generally
                               used in connection with the 1995 Stock Incentive
                               Plan (incorporated by reference to Registration
                               Statement No. 33- 98920 on Form S-8 filed with
                               the SEC on November 2, 1996).
     99.7                      Addendum to Stock Issuance Agreement (Involuntary Termination) (incorporated by
                               reference to Registration Statement No. 33-98920 on Form S-8 filed with the SEC on
                               November 2, 1996).
     99.8                      Form of Notice of Grant (Non-Employee Director - Initial Grant) to be generally
                               used in connection with the automatic grant program of the 1995 Stock Incentive Plan
II-3
4
(incorporated by reference to Registration
                               Statement No. 33-98920 on Form S-8 filed with the
                               SEC on November 2, 1996).

     99.9                      Form of Notice of Grant (Non-Employee Director -
                               Annual Grant) to be generally used in connection
                               with the automatic grant program of the 1995
                               Stock Incentive Plan (incorporated by reference
                               to Registration Statement No. 33-98920 on Form
                               S-8 filed with the SEC on November 2, 1996).

     99.10                     Form of Stock Option Agreement (Non-Employee
                               Director) to be generally used in connection with
                               the automatic grant program of the 1995 Stock
                               Incentive Plan (incorporated by reference to
                               Registration Statement No. 33-98920 on Form S-8
                               filed with the SEC on November 2, 1996).
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 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
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 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof and (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 Registrant's 1995
Stock Incentive Plan.

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

         C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-4
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 Mountain View, State of California on this 15th
day of July, 1996.

                             CARDIOMETRICS, INC.

                             By: /S/ Menahem Nassi
                                 -----------------------------------------------
                                 Menahem Nassi, Ph.D.
                                 President, Chief Executive Officer and Director

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That the undersigned officers and directors of Cardiometrics, Inc., a
Delaware corporation, do hereby constitute and appoint Menahem Nassi and Robert
Y. Newell, IV, and either of them, the lawful attorneys-in-fact and agents with
full power and authority to do any and all acts and things and to execute any
and all instruments which said attorneys and agents, and either one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and either of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

         IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                                       Title                                              Date
- ---------                                       -----                                              ----
/S/  Menahem Nassi                              President, Chief Executive Officer                July 15, 1996
- ---------------------------------               and Director                 
Menahem Nassi, Ph.D.                            (Principal Executive Officer)
                                                                             

/S/  Robert Y. Newell                           Vice President, Finance and                       July 15, 1996
- ---------------------------------               Administration, Chief Financial Officer     
Robert Y. Newell, IV                            and Secretary                               
                                                (Principal Financial and Accounting Officer)
II-5
6
/S/  H. Raymond Wallace                         Chairman of the Board             July 15, 1996
- ----------------------------
H. Raymond Wallace

/S/  Neal Dempsey                               Director                          July 15, 1996
- ----------------------------                                                      
Neal Dempsey                                                                      
                                                                                  
/S/  Robert J. Erra                             Director                          July 15, 1996
- ----------------------------                                                      
Robert J. Erra                                                                    
                                                                                  
/S/  Jeffrey M. Folick                          Director                          July 15, 1996
- ----------------------------                                                      
Jeffrey M. Folick                                                                 
                                                                                  
/S/  Brian D. Jacobs                            Director                          July 15, 1996
- ----------------------------                                                      
Brian D. Jacobs                                                                   
                                                                                  
                                                Director                          _______, 1996
- ----------------------------                                                      
David B. Musket                                                                   
                                                                                  
/S/  Gary S. Petersmeyer                        Director                          July 15, 1996
- ----------------------------                                         
Gary S. Petersmeyer
II-6
7
                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                               CARDIOMETRICS, INC.
8

                                  EXHIBIT INDEX
Exhibit                                                                                          Sequentially
Number                Exhibit                                                                    Numbered Page
- ------                -------                                                                    -------------
5                Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin &
                    Hachigian, LLP.

   23.1             Consent of Ernst & Young LLP, Independent Auditors.

   23.2             Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
                    LLP is contained in Exhibit 5.

   24               Power of Attorney.  Reference is made to page II-5 of this Registration
                    Statement.

   99.1             1995 Stock Incentive Plan.

   99.2             Form of Notice of Grant to be generally used in connection
                    with the 1995 Stock Incentive Plan (incorporated by
                    reference to Registration Statement No. 33-98920 on Form S-8
                    filed with the SEC on November 2, 1996).

   99.3             Form of Stock Option Agreement to be generally used in connection with the
                    1995 Stock Incentive Plan (incorporated by reference to Registration
                    Statement No. 33-98920 on Form S-8 filed with the SEC on November 2,
                    1996).

   99.4             Addendum to Stock Option Agreement (Involuntary Termination)
                    (incorporated by reference to Registration Statement No. 33-98920 on Form
                    S-8 filed with the SEC on November 2, 1996).

   99.5             Addendum to Stock Option Agreement (Limited Stock Appreciation Right)
                    (incorporated by reference to Registration Statement No. 33-98920 on Form
                    S-8 filed with the SEC on November 2, 1996).

   99.6             Form of Stock Issuance Agreement to be generally used in connection with
                    the 1995 Stock Incentive Plan (incorporated by reference to Registration
                    Statement No. 33-98920 on Form S-8 filed with the SEC on November 2,
                    1996).

   99.7             Addendum to Stock Issuance Agreement (Involuntary Termination)
                    (incorporated by reference to Registration Statement No. 33-98920 on Form
                    S-8 filed with the SEC on November 2, 1996).

   99.8             Form of Notice of Grant (Non-Employee Director - Initial
                    Grant) to be generally used in connection with the automatic
                    grant program of the 1995 Stock Incentive Plan (incorporated
                    by reference to Registration Statement No. 33-98920 on Form
                    S-8 filed with the SEC on November 2, 1996).

   99.9             Form of Notice of Grant (Non-Employee Director - Annual Grant) to be
                    generally used in connection with the automatic grant program of the 1995
                    Stock Incentive Plan (incorporated by reference to Registration Statement
                    No. 33-98920 on Form S-8 filed with the SEC on November 2, 1996).
9
Sequentially
                                                                                                  Numbered Page
                                                                                                  -------------
99.10            Form of Stock Option Agreement (Non-Employee Director) to be generally
                    used in connection with the automatic grant program of the 1995 Stock
                    Incentive Plan (incorporated by reference to Registration Statement No. 33-
                    98920 on Form S-8 filed with the SEC on November 2, 1996).