As Filed with the Securities and Exchange Commission on April 10, 1998.
                                                      Registration No. 333-_____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

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

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

                              SpectraSCIENCE, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

      Minnesota                                                41-1448837
(State of Incorporation)                                    (I.R.S. Employer 
                                                          Identification Number)

       3650 Annapolis Lane, Suite 101, Minneapolis, Minnesota 55447-5434.
                               Tel: (612) 509-9999
              (Address, Including Zip Code, and Telephone Number of
                    Registrant's Principal Executive Offices)

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

                              SpectraSCIENCE, Inc.
                                 1991 STOCK PLAN
                            (Full title of the Plan)

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

                                                           Copy To:
          BRIAN T. McMAHON                            KENNETH L. CUTLER
Chairman and Chief Executive Officer                 Dorsey & Whitney LLP
        SpectraSCIENCE, Inc.                        Pillsbury Center South
   3650 Annapolis Lane, Suite 101                   220 South Sixth Street
  Minneapolis, Minnesota 55447-5434           Minneapolis, Minnesota 55402-1498
         Tel: (612) 509-9999                         Tel: (612) 340-2740

           (Name, Address, and Telephone Number of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
Title of Securities     Amount      Proposed Maximum    Proposed Maximum      Amount of
      to be             to be      Offering Price Per  Aggregate Offering   Registration Fee
   Registered         Registered        Share(1)            Price(1)
--------------------------------------------------------------------------------------------
<S>                  <C>                <C>                <C>                 <C>    

Common Stock
$.25 par value       140,000 shares     $5.5625            $778,750.00         $229.73
--------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated  solely for the  purpose of  calculating  the  registration  fee,
     pursuant to Rule 457(c) of the  Securities  Act of 1933, as amended,  based
     upon  the  average  of the  high  and  low  prices  of  $5.75  and  $5.375,
     respectively, on the Nasdaq Small-Cap Market on April 7, 1998.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

     Pursuant  to  General  Instruction  (E)  to  Form  S-8,  this  Registration
Statement relates to the registration of an additional  140,000 shares of Common
Stock,  $.25 par value per share ("Common Stock") of  SpectraSCIENCE,  Inc. (the
"Company")  under the  SpectraSCIENCE,  Inc.  1991  Stock Plan (the  "Plan"),  a
stock-based  employee  benefit  plan for which the  Company  registered  500,000
shares of Common Stock under a Registration  Statement filed with the Securities
and Exchange Commission (the "Commission") on May 23, 1996 (File No. 333-04393),
675,000 shares of the Common Stock under a Registration Statement filed with the
Commission on September 28, 1995 (File No. 33-63047),  and 325,000 shares of the
Common  Stock  under a  Registration  Statement  filed  with the  Commission  on
February 5, 1992 (File No.  33-45523),  the contents of each of which (including
any  post-effective  amendments  thereto) are hereby  incorporated  by reference
herein.

Item 8. Exhibits.

3.1  Articles of Incorporation of the Company,  as amended to date (incorporated
     by reference to Exhibit 3.1 to the Company's  Annual Report on Form 10-KSB,
     as amended, for the fiscal year ended December 31, 1996, File No. 0-13092)

3.2  Bylaws of the  Company,  as amended to date  (incorporated  by reference to
     Exhibit 3.2 to the Company's Annual Report on Form 10-KSB, as amended,  for
     the fiscal year ended December 31, 1995, File No. 0-13092)

5.1  Opinion of Dorsey & Whitney LLP

23.1 Consent of Ernst & Young LLP

23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5)

24.1 Power of Attorney (included in Part II of the Registration  Statement under
     the caption "Signatures")

                                     Page 2

<PAGE>


                                   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 Minneapolis, Minnesota on April 10, 1998.

                                           SpectraSCIENCE, Inc.

                                           By: /s/ Brian T. McMahon
                                               --------------------------------
                                                  Brian T. McMahon
                                           Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below in so signing  also makes,  constitutes  and  appoints  Brian T.  McMahon,
Chester E.  Sievert,  Jr. and  Ching-Meng  Chew,  and each of them,  as 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 execute and cause to be filed with the  Securities  and  Exchange
Commission any and all amendments  (including  pre-effective and  post-effective
amendments)  to this  Registration  Statement,  with exhibits  thereto and other
documents in  connection  therewith,  granting unto said  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, as fully as to all intents and purposes as
he might or could do in person,  and hereby  ratifies and confirms all that said
attorneys-in-fact  and  agents or their or his  substitutes  or  substitute  may
lawfully do or cause to be done by virtue thereof.

     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 and on the dates indicated.

<TABLE>
<CAPTION>
Signature                              Title                                  Date


<S>                              <C>                                         <C> 
/s/ Brian T. McMahon             Chairman, Chief Executive Officer           April 10, 1998
----------------------------     and Director
   Brian T. McMahon              (Principal Executive Officer)
                          


/s/ Chester E. Sievert, Jr.      President and Chief Operating Officer       April 10, 1998
----------------------------
   Chester E. Sievert, Jr.


/s/ Ching-Meng Chew              Vice President Finance and                  April 10, 1998
----------------------------      Administration, Chief Financial Officer
   Ching-Meng Chew                Treasurer, and Corporate Secretary     
                                  (Principal Financial and Accounting    
                                  Officer)                               
                                  

/s/ Henry M. Holterman           Director                                    April 10, 1998
----------------------------
   Henry M. Holterman


/s/ Nathaniel S. Thayer          Director                                    April 10, 1998
----------------------------
   Nathaniel S. Thayer
</TABLE>

                                     Page 3

<PAGE>


                                  EXHIBIT INDEX

Exhibit   Description
-------   -----------

3.1       Articles  of  Incorporation  of  the  Company,   as  amended  to  date
          (incorporated  by  reference  to Exhibit 3.1 to the  Company's  Annual
          Report on Form 10-KSB, as amended,  for the fiscal year ended December
          31, 1996, File No. 0-13092)

3.2       Bylaws of the Company,  as amended to date  (incorporated by reference
          to Exhibit  3.2 to the  Company's  Annual  Report on Form  10-KSB,  as
          amended,  for the  fiscal  year  ended  December  31,  1995,  File No.
          0-13092)

5.1       Opinion of Dorsey & Whitney LLP

23.1      Consent of Ernst & Young LLP

23.2      Consent of Dorsey & Whitney LLP (included in Exhibit 5)

24.1      Power of Attorney  (included in Part II of the Registration  Statement
          under the caption "Signatures")
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 9550}]
{"company-data": {"conformed-name": "SPECTRASCIENCE INC", "cik": "0000727672", "assigned-sic": "3845", "irs-number": "411448837", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49919", "film-number": "98591681"}, "business-address": {"street1": "3650 ANNAPOLIS LANE", "street2": "STE 101", "city": "MINNEAPOLIS", "state": "MN", "zip": "55447-5434", "phone": "6125099999"}, "mail-address": {"street1": "3650 ANNAPOLIS LANE", "street2": "STE 101", "city": "MINNETONKA", "state": "MN", "zip": "55447-5434"}, "former-company": {"former-conformed-name": "GV MEDICAL INC", "date-changed": "19920703"}}
As Filed with the Securities and Exchange Commission on April 10, 1998.
                                                      Registration No. 333-_____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

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

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

                              SpectraSCIENCE, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

      Minnesota                                                41-1448837
(State of Incorporation)                                    (I.R.S. Employer 
                                                          Identification Number)

       3650 Annapolis Lane, Suite 101, Minneapolis, Minnesota 55447-5434.
                               Tel: (612) 509-9999
              (Address, Including Zip Code, and Telephone Number of
                    Registrant's Principal Executive Offices)

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

                              SpectraSCIENCE, Inc.
                                 1991 STOCK PLAN
                            (Full title of the Plan)

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

                                                           Copy To:
          BRIAN T. McMAHON                            KENNETH L. CUTLER
Chairman and Chief Executive Officer                 Dorsey & Whitney LLP
        SpectraSCIENCE, Inc.                        Pillsbury Center South
   3650 Annapolis Lane, Suite 101                   220 South Sixth Street
  Minneapolis, Minnesota 55447-5434           Minneapolis, Minnesota 55402-1498
         Tel: (612) 509-9999                         Tel: (612) 340-2740

           (Name, Address, and Telephone Number of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------
Title of Securities     Amount      Proposed Maximum    Proposed Maximum      Amount of
      to be             to be      Offering Price Per  Aggregate Offering   Registration Fee
   Registered         Registered        Share(1)            Price(1)
--------------------------------------------------------------------------------------------
Common Stock
$.25 par value       140,000 shares     $5.5625            $778,750.00         $229.73
--------------------------------------------------------------------------------------------
(1)  Estimated  solely for the  purpose of  calculating  the  registration  fee,
     pursuant to Rule 457(c) of the  Securities  Act of 1933, as amended,  based
     upon  the  average  of the  high  and  low  prices  of  $5.75  and  $5.375,
     respectively, on the Nasdaq Small-Cap Market on April 7, 1998.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     Pursuant  to  General  Instruction  (E)  to  Form  S-8,  this  Registration
Statement relates to the registration of an additional  140,000 shares of Common
Stock,  $.25 par value per share ("Common Stock") of  SpectraSCIENCE,  Inc. (the
"Company")  under the  SpectraSCIENCE,  Inc.  1991  Stock Plan (the  "Plan"),  a
stock-based  employee  benefit  plan for which the  Company  registered  500,000
shares of Common Stock under a Registration  Statement filed with the Securities
and Exchange Commission (the "Commission") on May 23, 1996 (File No. 333-04393),
675,000 shares of the Common Stock under a Registration Statement filed with the
Commission on September 28, 1995 (File No. 33-63047),  and 325,000 shares of the
Common  Stock  under a  Registration  Statement  filed  with the  Commission  on
February 5, 1992 (File No.  33-45523),  the contents of each of which (including
any  post-effective  amendments  thereto) are hereby  incorporated  by reference
herein.

Item 8. Exhibits.

3.1  Articles of Incorporation of the Company,  as amended to date (incorporated
     by reference to Exhibit 3.1 to the Company's  Annual Report on Form 10-KSB,
     as amended, for the fiscal year ended December 31, 1996, File No. 0-13092)

3.2  Bylaws of the  Company,  as amended to date  (incorporated  by reference to
     Exhibit 3.2 to the Company's Annual Report on Form 10-KSB, as amended,  for
     the fiscal year ended December 31, 1995, File No. 0-13092)

5.1  Opinion of Dorsey & Whitney LLP

23.1 Consent of Ernst & Young LLP

23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5)

24.1 Power of Attorney (included in Part II of the Registration  Statement under
     the caption "Signatures")

                                     Page 2
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 Minneapolis, Minnesota on April 10, 1998.

                                           SpectraSCIENCE, Inc.

                                           By: /s/ Brian T. McMahon
                                               --------------------------------
                                                  Brian T. McMahon
                                           Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below in so signing  also makes,  constitutes  and  appoints  Brian T.  McMahon,
Chester E.  Sievert,  Jr. and  Ching-Meng  Chew,  and each of them,  as 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 execute and cause to be filed with the  Securities  and  Exchange
Commission any and all amendments  (including  pre-effective and  post-effective
amendments)  to this  Registration  Statement,  with exhibits  thereto and other
documents in  connection  therewith,  granting unto said  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, as fully as to all intents and purposes as
he might or could do in person,  and hereby  ratifies and confirms all that said
attorneys-in-fact  and  agents or their or his  substitutes  or  substitute  may
lawfully do or cause to be done by virtue thereof.

     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 and on the dates indicated.
Signature                              Title                                  Date
/s/ Brian T. McMahon             Chairman, Chief Executive Officer           April 10, 1998
----------------------------     and Director
   Brian T. McMahon              (Principal Executive Officer)
                          

/s/ Chester E. Sievert, Jr.      President and Chief Operating Officer       April 10, 1998
----------------------------
   Chester E. Sievert, Jr.

/s/ Ching-Meng Chew              Vice President Finance and                  April 10, 1998
----------------------------      Administration, Chief Financial Officer
   Ching-Meng Chew                Treasurer, and Corporate Secretary     
                                  (Principal Financial and Accounting    
                                  Officer)                               
                                  

/s/ Henry M. Holterman           Director                                    April 10, 1998
----------------------------
   Henry M. Holterman

/s/ Nathaniel S. Thayer          Director                                    April 10, 1998
----------------------------
   Nathaniel S. Thayer
Page 3
EXHIBIT INDEX

Exhibit   Description
-------   -----------

3.1       Articles  of  Incorporation  of  the  Company,   as  amended  to  date
          (incorporated  by  reference  to Exhibit 3.1 to the  Company's  Annual
          Report on Form 10-KSB, as amended,  for the fiscal year ended December
          31, 1996, File No. 0-13092)

3.2       Bylaws of the Company,  as amended to date  (incorporated by reference
          to Exhibit  3.2 to the  Company's  Annual  Report on Form  10-KSB,  as
          amended,  for the  fiscal  year  ended  December  31,  1995,  File No.
          0-13092)

5.1       Opinion of Dorsey & Whitney LLP

23.1      Consent of Ernst & Young LLP

23.2      Consent of Dorsey & Whitney LLP (included in Exhibit 5)

24.1      Power of Attorney  (included in Part II of the Registration  Statement
          under the caption "Signatures")