<PAGE>   1
   As filed with the Securities and Exchange Commission on December 30, 1998
                                                 Registration No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                            COLLAGEN AESTHETICS, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                      <C>       
        DELAWARE                                      94-2300486
(State of incorporation)                 (I.R.S. Employer Identification No.)
</TABLE>

                              1850 EMBARCADERO ROAD
                           PALO ALTO, CALIFORNIA 94303
                    (Address of principal executive offices)

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

                             1994 STOCK OPTION PLAN
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                        1998 DIRECTORS' STOCK OPTION PLAN
                            (Full title of the Plans)

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

                               GARY S. PETERSMEYER
                 PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
                            COLLAGEN AESTHETICS, INC.
                              1850 EMBARCADERO ROAD
                           PALO ALTO, CALIFORNIA 94303
                                 (650) 856-0200
 (Name, address and telephone number, including area code, of agent for service)

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

                                    Copy to:


                                 Jon E. Gavenman
                                 Brooke Campbell
                                Venture Law Group
                           A Professional Corporation
                               2800 Sand Hill Road
                          Menlo Park, California 94025
                                 (650) 854-4488



<PAGE>   2

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                             Proposed               Proposed     
                                            Maximum           Maximum                Maximum          Amount of  
                                          Amount to be     Offering Price           Aggregate       Registration  
Title of Securities to be Registered      Registered(1)      Per Share           Offering Price          Fee                       
----------------------------------------------------------------------------------------------------------------
<S>                                       <C>              <C>                      <C>               <C> 
1994 STOCK OPTION PLAN
  Common Stock,                             70,000
  $0.001 par value ...................     Shares(2)        $8.7500(3)              $  612,500        $170.27 

1998 EMPLOYEE STOCK PURCHASE PLAN
  Common Stock,                            125,000
  $0.001 par value ...................     Shares(4)        $7.4375(5)              $  929,688        $258.45 

1998 DIRECTORS' STOCK OPTION PLAN
  Common Stock,                            250,000 
  $0.001 par value ...................     Shares(6)        $8.7500(3)              $2,187,500        $608.13 
</TABLE>

(1)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under any of the Plans being
        registered pursuant to this Registration Statement by reason of any
        stock dividend, stock split, recapitalization or any other similar
        transaction effected without the receipt of consideration which results
        in an increase in the number of the Registrant's outstanding shares of
        Common Stock.

(2)     This total represents a 70,000 share increase in the shares reserved for
        issuance under the Registrant's 1994 Stock Option Plan, which increase
        was approved by the Registrant's Board of Directors on April 3, 1998 and
        by the Registrant's stockholders on August 12, 1998. This total excludes
        an additional 1,150,000 shares that were registered for issuance under
        the 1994 Stock Option Plan pursuant to previous registration statements
        on Form S-8 filed by the Registrant.

(3)     Estimated in accordance with Rule 457(h) under the Securities Act solely
        for the purpose of calculating the registration fee. The computation
        with respect to unissued options is based on the average of the high and
        low prices of the Common Stock as reported on the Nasdaq National Market
        on December 28, 1998.

(4)     This total represents 125,000 shares reserved for issuance under the
        Registrant's 1998 Employee Stock Purchase Plan, which reservation was
        approved by the Registrant's Board of Directors on April 3, 1998 and by
        the Registrant's stockholders on August 12, 1998.

(5)     Estimated in accordance with Rule 457(h) under the Securities Act of
        1933 (the "Securities Act") solely for the purpose of calculating the
        registration fee. The computation is based on the average of the high
        and low prices of the Common Stock as reported on the Nasdaq National
        Market on December 28, 1998, multiplied by 85%, which is the percentage
        of the trading purchase price applicable to purchases under the
        referenced plan.

(6)     This total represents 250,000 shares reserved for issuance under the
        Registrant's 1998 Directors' Stock Option Plan, which reservation was
        approved by the Registrant's Board of Directors on April 3, 1998 and by
        the Registrant's stockholders on August 12, 1998.



<PAGE>   3

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:

        (a)    The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1998 filed pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "Exchange Act") (excluding those exhibits not required to be filed
on Form S-8 as governed by the Securities Act).

        (b)    The Registrant's Quarterly Report on Form 10-Q for the period
ended September 30, 1998 (excluding those exhibits not required to be filed on
Form S-8 as governed by the Securities Act). 

        (c)    The Registrant's Current Report on Form 8-K/A dated August 18, 
1998.

        (d)    The description of the Registrant's Common Stock contained in the
Registrant's Registration Statements on Form 8-A filed with the Commission under
Section 12 of the Exchange Act on August 26, 1982 and November 29, 1994,
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 securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing 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(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "a corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
complete action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding 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
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful." With respect to
derivative actions, Section 145(b) of the DGCL provides in relevant part that
"(a) corporation may indemnify any person who or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to produce a judgment in its favor...(by reason of
his service in one of the capacities specified in the preceding sentence)
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit 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 corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper."

        The Registrant's Certificate of Incorporation provides that each person
who is or was or who has agreed to become a director or officer of the
Registrant or who had agreed at the request of the Registrant's Board of
Directors or an officer of the Registrant to serve as an employee or agent of
the Registrant or as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified 



                                       -3-
<PAGE>   4

by the Registrant to the full extent permitted by the DGCL or any other
applicable laws. Such Certificate of Incorporation also provides that no
amendment or repeal of such Certificate shall apply to or have any effect on the
right to indemnification permitted or authorized thereunder for or with respect
to claims asserted before or after such amendment or repeal arising from acts or
omissions occurring in whole or in part before the effective date of such
amendment or repeal.

        The Registrant's Bylaws provide that the Registrant shall indemnify to
the full extent authorized by law any person made or threatened to be made a
party to an action or a proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he was or is a director, officer, or
employee of the Registrant or serves or served any other enterprise as a
director, officer or employee at the request of the Registrant.

        The Registrant has entered or will enter into indemnification agreements
with its directors and certain of its officers. The Registrant intends to
purchase insurance on behalf of its officers and directors against losses
arising from any claim asserted against or incurred by such individuals in any
such capacity, subject to certain exclusions.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.

Item 8. EXHIBITS.

<TABLE>
<CAPTION>
      Exhibit
      Number
      -------
      <S>      <C>
      4.1(1)   Certificate of Incorporation of the Registrant.

      4.2      Certificate of Amendment of Certificate of Incorporation.

      4.3(2)   Bylaws of the Registrant. 

      4.4      1994 Stock Option Plan, as amended.

      4.5      1998 Employee Stock Purchase Plan.

      4.6      1998 Directors' Stock Option Plan.
                                                                
      5.1      Opinion of Venture Law Group, a Professional  Corporation.

     23.1      Consent of Venture Law Group, a Professional Corporation
               (included in Exhibit 5.1).

     23.2      Consent of Ernst & Young, LLP, Independent Auditors.
                           
     24.1      Power of Attorney (see pg. 7).
</TABLE>

(1) Incorporated by reference to Exhibits 3.1 and 3.2 filed with the
    Registrant's Annual Report on Form 10-K for the fiscal year ended June 30,
    1998.

(2) Incorporated by reference to Exhibits 3.3 and 3.4 filed with the
    Registrant's Annual Report on Form 10-K for the fiscal year ended June 30,
    1998.

Item 9. UNDERTAKINGS.

        The undersigned Registrant hereby undertakes:

               (1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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.

               (2) that, for purposes 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 offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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.

        Insofar as the 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

                                       -4-
<PAGE>   5

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 a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of 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.

                            [Signature Pages Follow]



                                       -5-
<PAGE>   6

                                   SIGNATURES


        Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Collagen Aesthetics, Inc., a corporation organized and existing
under the laws of the State of Delaware, 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 Palo Alto, State of
California, on December 30, 1998.

                                        Collagen Aesthetics, Inc.


                                        By: /S/ GARY S. PETERSMEYER
                                            ------------------------------------
                                            Gary S. Petersmeyer
                                            Chief Executive Officer



                                       -6-
<PAGE>   7

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gary S. Petersmeyer and Bob Newell,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorneys-in-fact and agents,
or his or her substitute or substitutes, may do or cause to be done by virtue
hereof.

        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 dates indicated.

<TABLE>
<CAPTION>
       Signature                                Title                                  Date
       ---------                                -----                                  ----
<S>                                <C>                                          <C>
/s/ GARY S. PETERSMEYER            President, Chief Executive Officer and       December 30, 1998
----------------------------       Director (Principal Executive Officer)
Gary S. Petersmeyer 

/s/ BOB NEWELL                     Chief Financial Officer (Principal           December 22, 1998
----------------------------       Financial and Accounting Officer)
Bob Newell                          

/s/ ANNE L. BAKAR                  Director                                     December 30, 1998
----------------------------
Anne L. Bakar

/s/ GERALD LAZARUS                 Director                                     December 21, 1998
----------------------------
Gerald Lazarus, M.D.

/s/ FULTON COLLINS                 Director                                     December 21, 1998
----------------------------
Fulton Collins

                                   Director 
----------------------------
William G. Davis
</TABLE>



                                       -7-
<PAGE>   8

                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
 Exhibit                                                                
 Number                                                                 
 -------                                                                
<S>         <C>                                 
   4.1(1)   Certificate of Incorporation of the Registrant.

   4.2      Certificate of Amendment of Certificate of Incorporation.

   4.3(2)   Bylaws of the Registrant. 

   4.4      1994 Stock Option Plan, as amended.

   4.5      1998 Employee Stock Purchase Plan.

   4.6      1998 Directors' Stock Option Plan.
                                                                
   5.1      Opinion of Venture Law Group, A Professional Corporation.   

   23.1     Consent of Venture Law Group, A Professional Corporation.
            (included in Exhibit 5.1).

   23.2     Consent of Ernst & Young, LLP, Independent Auditors.

   24.1     Power of Attorney (see p. 7).                                                
</TABLE>

(1) Incorporated by reference to Exhibits 3.1 and 3.2 filed with the
    Registrant's Annual Report on Form 10-K for the fiscal year ended June 30,
    1998.

(2) Incorporated by reference to Exhibits 3.3 and 3.4 filed with the
    Registrant's Annual Report on Form 10-K for the fiscal year ended June 30,
    1998.



                                       -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20920}]
{"company-data": {"conformed-name": "COLLAGEN AESTHETICS INC", "cik": "0000021686", "assigned-sic": "3842", "irs-number": "942300486", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69903", "film-number": "98778206"}, "business-address": {"street1": "2500 FABER PL", "city": "PALO ALTO", "state": "CA", "zip": "94303", "phone": "4158560200"}, "former-company": {"former-conformed-name": "COLLAGEN CORP /DE", "date-changed": "19920703"}}
1
   As filed with the Securities and Exchange Commission on December 30, 1998
                                                 Registration No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                            COLLAGEN AESTHETICS, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)
DELAWARE                                      94-2300486
(State of incorporation)                 (I.R.S. Employer Identification No.)
1850 EMBARCADERO ROAD
                           PALO ALTO, CALIFORNIA 94303
                    (Address of principal executive offices)

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

                             1994 STOCK OPTION PLAN
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                        1998 DIRECTORS' STOCK OPTION PLAN
                            (Full title of the Plans)

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

                               GARY S. PETERSMEYER
                 PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
                            COLLAGEN AESTHETICS, INC.
                              1850 EMBARCADERO ROAD
                           PALO ALTO, CALIFORNIA 94303
                                 (650) 856-0200
 (Name, address and telephone number, including area code, of agent for service)

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

                                    Copy to:

                                 Jon E. Gavenman
                                 Brooke Campbell
                                Venture Law Group
                           A Professional Corporation
                               2800 Sand Hill Road
                          Menlo Park, California 94025
                                 (650) 854-4488
2

                        CALCULATION OF REGISTRATION FEE
Proposed               Proposed     
                                            Maximum           Maximum                Maximum          Amount of  
                                          Amount to be     Offering Price           Aggregate       Registration  
Title of Securities to be Registered      Registered(1)      Per Share           Offering Price          Fee                       
----------------------------------------------------------------------------------------------------------------
1994 STOCK OPTION PLAN
  Common Stock,                             70,000
  $0.001 par value ...................     Shares(2)        $8.7500(3)              $  612,500        $170.27 

1998 EMPLOYEE STOCK PURCHASE PLAN
  Common Stock,                            125,000
  $0.001 par value ...................     Shares(4)        $7.4375(5)              $  929,688        $258.45 

1998 DIRECTORS' STOCK OPTION PLAN
  Common Stock,                            250,000 
  $0.001 par value ...................     Shares(6)        $8.7500(3)              $2,187,500        $608.13
(1)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under any of the Plans being
        registered pursuant to this Registration Statement by reason of any
        stock dividend, stock split, recapitalization or any other similar
        transaction effected without the receipt of consideration which results
        in an increase in the number of the Registrant's outstanding shares of
        Common Stock.

(2)     This total represents a 70,000 share increase in the shares reserved for
        issuance under the Registrant's 1994 Stock Option Plan, which increase
        was approved by the Registrant's Board of Directors on April 3, 1998 and
        by the Registrant's stockholders on August 12, 1998. This total excludes
        an additional 1,150,000 shares that were registered for issuance under
        the 1994 Stock Option Plan pursuant to previous registration statements
        on Form S-8 filed by the Registrant.

(3)     Estimated in accordance with Rule 457(h) under the Securities Act solely
        for the purpose of calculating the registration fee. The computation
        with respect to unissued options is based on the average of the high and
        low prices of the Common Stock as reported on the Nasdaq National Market
        on December 28, 1998.

(4)     This total represents 125,000 shares reserved for issuance under the
        Registrant's 1998 Employee Stock Purchase Plan, which reservation was
        approved by the Registrant's Board of Directors on April 3, 1998 and by
        the Registrant's stockholders on August 12, 1998.

(5)     Estimated in accordance with Rule 457(h) under the Securities Act of
        1933 (the "Securities Act") solely for the purpose of calculating the
        registration fee. The computation is based on the average of the high
        and low prices of the Common Stock as reported on the Nasdaq National
        Market on December 28, 1998, multiplied by 85%, which is the percentage
        of the trading purchase price applicable to purchases under the
        referenced plan.

(6)     This total represents 250,000 shares reserved for issuance under the
        Registrant's 1998 Directors' Stock Option Plan, which reservation was
        approved by the Registrant's Board of Directors on April 3, 1998 and by
        the Registrant's stockholders on August 12, 1998.
3

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:

        (a)    The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1998 filed pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "Exchange Act") (excluding those exhibits not required to be filed
on Form S-8 as governed by the Securities Act).

        (b)    The Registrant's Quarterly Report on Form 10-Q for the period
ended September 30, 1998 (excluding those exhibits not required to be filed on
Form S-8 as governed by the Securities Act). 

        (c)    The Registrant's Current Report on Form 8-K/A dated August 18, 
1998.

        (d)    The description of the Registrant's Common Stock contained in the
Registrant's Registration Statements on Form 8-A filed with the Commission under
Section 12 of the Exchange Act on August 26, 1982 and November 29, 1994,
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 securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing 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(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "a corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
complete action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding 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
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful." With respect to
derivative actions, Section 145(b) of the DGCL provides in relevant part that
"(a) corporation may indemnify any person who or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to produce a judgment in its favor...(by reason of
his service in one of the capacities specified in the preceding sentence)
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit 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 corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper."

        The Registrant's Certificate of Incorporation provides that each person
who is or was or who has agreed to become a director or officer of the
Registrant or who had agreed at the request of the Registrant's Board of
Directors or an officer of the Registrant to serve as an employee or agent of
the Registrant or as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified 

                                       -3-
4

by the Registrant to the full extent permitted by the DGCL or any other
applicable laws. Such Certificate of Incorporation also provides that no
amendment or repeal of such Certificate shall apply to or have any effect on the
right to indemnification permitted or authorized thereunder for or with respect
to claims asserted before or after such amendment or repeal arising from acts or
omissions occurring in whole or in part before the effective date of such
amendment or repeal.

        The Registrant's Bylaws provide that the Registrant shall indemnify to
the full extent authorized by law any person made or threatened to be made a
party to an action or a proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he was or is a director, officer, or
employee of the Registrant or serves or served any other enterprise as a
director, officer or employee at the request of the Registrant.

        The Registrant has entered or will enter into indemnification agreements
with its directors and certain of its officers. The Registrant intends to
purchase insurance on behalf of its officers and directors against losses
arising from any claim asserted against or incurred by such individuals in any
such capacity, subject to certain exclusions.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.

Item 8. EXHIBITS.
Exhibit
      Number
      -------
4.1(1)   Certificate of Incorporation of the Registrant.

      4.2      Certificate of Amendment of Certificate of Incorporation.

      4.3(2)   Bylaws of the Registrant. 

      4.4      1994 Stock Option Plan, as amended.

      4.5      1998 Employee Stock Purchase Plan.

      4.6      1998 Directors' Stock Option Plan.
                                                                
      5.1      Opinion of Venture Law Group, a Professional  Corporation.

     23.1      Consent of Venture Law Group, a Professional Corporation
               (included in Exhibit 5.1).

     23.2      Consent of Ernst & Young, LLP, Independent Auditors.
                           
     24.1      Power of Attorney (see pg. 7).
(1) Incorporated by reference to Exhibits 3.1 and 3.2 filed with the
    Registrant's Annual Report on Form 10-K for the fiscal year ended June 30,
    1998.

(2) Incorporated by reference to Exhibits 3.3 and 3.4 filed with the
    Registrant's Annual Report on Form 10-K for the fiscal year ended June 30,
    1998.

Item 9. UNDERTAKINGS.

        The undersigned Registrant hereby undertakes:

               (1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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.

               (2) that, for purposes 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 offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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.

        Insofar as the 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

                                       -4-
5

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 a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of 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.

                            [Signature Pages Follow]

                                       -5-
6

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Collagen Aesthetics, Inc., a corporation organized and existing
under the laws of the State of Delaware, 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 Palo Alto, State of
California, on December 30, 1998.

                                        Collagen Aesthetics, Inc.

                                        By: /S/ GARY S. PETERSMEYER
                                            ------------------------------------
                                            Gary S. Petersmeyer
                                            Chief Executive Officer

                                       -6-
7

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gary S. Petersmeyer and Bob Newell,
jointly and severally, his or her attorneys-in-fact and agents, each with the
power of substitution and resubstitution, for him or her and in his or her name,
place or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorneys-in-fact and agents,
or his or her substitute or substitutes, may do or cause to be done by virtue
hereof.

        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 dates indicated.
Signature                                Title                                  Date
       ---------                                -----                                  ----
/s/ GARY S. PETERSMEYER            President, Chief Executive Officer and       December 30, 1998
----------------------------       Director (Principal Executive Officer)
Gary S. Petersmeyer 

/s/ BOB NEWELL                     Chief Financial Officer (Principal           December 22, 1998
----------------------------       Financial and Accounting Officer)
Bob Newell                          

/s/ ANNE L. BAKAR                  Director                                     December 30, 1998
----------------------------
Anne L. Bakar

/s/ GERALD LAZARUS                 Director                                     December 21, 1998
----------------------------
Gerald Lazarus, M.D.

/s/ FULTON COLLINS                 Director                                     December 21, 1998
----------------------------
Fulton Collins

                                   Director 
----------------------------
William G. Davis
-7-
8

                                INDEX TO EXHIBITS
Exhibit                                                                
 Number                                                                 
 -------
4.1(1)   Certificate of Incorporation of the Registrant.

   4.2      Certificate of Amendment of Certificate of Incorporation.

   4.3(2)   Bylaws of the Registrant. 

   4.4      1994 Stock Option Plan, as amended.

   4.5      1998 Employee Stock Purchase Plan.

   4.6      1998 Directors' Stock Option Plan.
                                                                
   5.1      Opinion of Venture Law Group, A Professional Corporation.   

   23.1     Consent of Venture Law Group, A Professional Corporation.
            (included in Exhibit 5.1).

   23.2     Consent of Ernst & Young, LLP, Independent Auditors.

   24.1     Power of Attorney (see p. 7).
(1) Incorporated by reference to Exhibits 3.1 and 3.2 filed with the
    Registrant's Annual Report on Form 10-K for the fiscal year ended June 30,
    1998.

(2) Incorporated by reference to Exhibits 3.3 and 3.4 filed with the
    Registrant's Annual Report on Form 10-K for the fiscal year ended June 30,
    1998.

                                       -8-