<PAGE>   1
_______

  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER ____, 1997

                                                           REGISTRATION NO. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                    _______________________________________

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     Under

                           The Securities Act of 1933

                    _______________________________________

                         CARDIOVASCULAR DYNAMICS, INC.
             (Exact name of Registrant as specified in its charter)

                    _______________________________________

         DELAWARE                                        68-0328265
(State or other jurisdiction                  (IRS Employer Identification No.)
of incorporation or organization)


                         13700 ALTON PARKWAY, SUITE 160
                            IRVINE, CALIFORNIA 92618
              (Address of principal executive offices) (Zip code)

                    ________________________________________

                      1997 SUPPLEMENTAL STOCK OPTION PLAN
                     1996 STOCK OPTION/STOCK ISSUANCE PLAN
                 (AS AMENDED AND RESTATED AS OF JUNE 19, 1997)

                           (Full title of the Plans)

                   _________________________________________

                               MICHAEL R. HENSON
                            CHIEF EXECUTIVE OFFICER
                         CARDIOVASCULAR DYNAMICS, INC.
            13700 ALTON PARKWAY, SUITE 160, IRVINE, CALIFORNIA 92618
                                 (714) 457-9546
         (Telephone number, including area code, of agent for service)

                    _______________________________________

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===============================================================================================================

                                                          Proposed             Proposed
  Title of                                                Maximum              Maximum
 Securities                          Amount               Offering             Aggregate           Amount of
    to be                            to be                  Price              Offering          Registration
 Registered                       Registered(1)           per Share              Price                Fee
 ----------                       -------------           ---------              -----           ------------
<S>                               <C>                     <C>                  <C>                   <C>
1997 SUPPLEMENTAL
STOCK OPTION PLAN 

Common Stock,
$0.001 par value                  90,000 shares            $5.875(2)           $528,750(2)            $156

1996 STOCK OPTION/
STOCK ISSUANCE PLAN

Common Stock,
$0.001 par value                  700,000 shares           $5.875(2)         $4,112,500(2)          $1,214


                                                                           Aggregate Filing Fee     $1,370
                                                                         
===============================================================================================================
</TABLE>

(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the 1997 Supplemental Stock
         Option Plan or the 1996 Stock Option/Stock Issuance Plan by reason of
         any stock dividend, stock split, recapitalization or any other similar
         transaction without receipt of consideration which results in an
         increase in the number of outstanding shares of Common Stock of
         CardioVascular Dynamics, 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 selling prices per share of Common Stock of
         CardioVascular Dynamics, Inc. on December 10, 1997, as reported on the
         Nasdaq National Market.
<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         CardioVascular Dynamics, 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 Annual Report on Form 10-K for the fiscal
                 year ended December 31, 1996, filed with the SEC on March 26,
                 1997, together with amendments thereto;

         (b)     The Registrant's Quarterly Reports on Form 10-Q for the fiscal
                 quarters ended March 31, 1997, June 30, 1997 and September 30,
                 1997, filed with the SEC on May 14, 1997, August 12, 1997 and
                 November 13, 1997, respectively; and

         (c)     The Registrant's Registration Statement No. 333-04560 on Form
                 8-A filed with the SEC on May 3, 1996 in which the terms,
                 rights and provisions applicable to the Registrant's Common
                 Stock are described.

         All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (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.  Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.


ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.


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 Securities Act of 1933,
as amended (the "Securities Act").  Article VIII of the Registrant's Bylaws
provides 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, no
director shall be liable for monetary damages for breach of the director's
fiduciary duty to the Company and its stockholders.  This provision in the
Certificate of Incorporation does not eliminate the director's fiduciary duty,
and in appropriate circumstances equitable remedies such as injunctive or other
forms of non-monetary relief will remain available





                                      II-2
<PAGE>   3
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 Company 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, 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 directors, a form of which was
attached as Exhibit 10.1 to Registrant's Registration Statement No.333-29169 on
Form S-1 previously filed with the Securities and Exchange Commission on May 3,
1996, and incorporated herein by reference.  The Indemnification Agreements
provide the Registrant's directors with further 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 No.          Exhibit
-----------          -------
    <S>              <C>
    4                Instruments Defining Rights of Stockholders. Reference is made to Registrant's
                     Registration Statement No. 333-04560 on Form 8-A, which is incorporated herein
                     by reference pursuant to Item 3(d) of this Registration Statement.
    5                Opinion and Consent of Brobeck, Phleger & Harrison LLP.
    23.1             Consent of Ernst & Young LLP, Independent Auditors.
    23.2             Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
    24               Power of Attorney.  Reference is made to page II-5 of this Registration Statement.
    99.1             1997 Supplemental Stock Option Plan.
    99.2             Form of Notice of Grant of Stock Option.
    99.3             Form of Stock Option Agreement.
    99.4             1996 Stock Option/Stock Issuance Plan, as amended and restated as of June 19, 1997.
</TABLE>


ITEM 9.  UNDERTAKINGS

         A.      Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the Delaware General Corporation Law, the
Certificate of Incorporation or the Bylaws of the Registrant, Indemnification
Agreements entered into between the Registrant and its directors, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act, and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered hereunder, 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 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.

         B.      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





                                      II-3
<PAGE>   4
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 1996 Stock Option/Stock Issuance Plan and/or the 1997 Supplemental
Stock Option Plan.

         C.      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.





                                      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 Irvine, State of
California on December __, 1997.


                                        CARDIOVASCULAR DYNAMICS, INC.


                                        By: ____________________________________
                                            Michael R. Henson
                                            Chief Executive Officer
                                            and Chairman of the Board



                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

         That the undersigned officers and directors of CardioVascular
Dynamics, Inc., a Delaware corporation, do hereby constitute and appoint
Michael R. Henson and Dana P. Nickell and each 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, or 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 regulation 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 thereto, and each of the undersigned
hereby ratifies and confirms all that 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>
Signatures                                         Title                                     Date
----------                                         -----                                     ----
<S>                                       <C>                                        <C>

                                          Chief Executive Officer                    December ____, 1997
----------------------------------        and Chairman of the Board
Michael R. Henson                         (Principal Executive Officer)
</TABLE>





                                      II-5
<PAGE>   6
<TABLE>
<CAPTION>
Signatures                                         Title                                     Date
----------                                         -----                                     ----
<S>                                       <C>                                        <C>

                                          Vice President Finance &                   December ___, 1997
----------------------------------        Administration and Secretary
Dana P. Nickell                           (Principal Financial and
                                          Accounting Officer)

                                          Director                                   December ___, 1997
----------------------------------                                                                     
William G. Davis



                                          Director                                   December ___, 1997
----------------------------------                                                                     
Mitchell Dann



                                          Director                                   December ___, 1997
----------------------------------                                                                     
Edward M. Leonard



                                          Director                                   December ___, 1997
----------------------------------                                                                     
Gerard von Hoffman



                                          Director                                   December ___, 1997
----------------------------------                                                                     
Frank Brown
</TABLE>





                                      II-6
<PAGE>   7
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
  Exhibit
    No.              Exhibit
  -------            -------
    <S>              <C>
    4                Instruments Defining Rights of Stockholders. Reference is made to Registrant's
                     Registration Statement No. 333-04560 on Form 8-A, which is incorporated herein
                     by reference pursuant to Item 3(d) of this Registration Statement.
    5                Opinion and Consent of Brobeck, Phleger & Harrison LLP.
    23.1             Consent of Ernst & Young LLP, Independent Auditors.
    23.2             Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
    24               Power of Attorney.  Reference is made to page II-5 of this Registration Statement.
    99.1             1997 Supplemental Stock Option Plan.
    99.2             Form of Notice of Grant of Stock Option.
    99.3             Form of Stock Option Agreement.
    99.4             1996 Stock Option/Stock Issuance Plan, as amended and restated as of June 19, 1997.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19965}]
{"company-data": {"conformed-name": "CARDIOVASCULAR DYNAMICS INC", "cik": "0001013606", "assigned-sic": "3841", "irs-number": "680328265", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42161", "film-number": "97737650"}, "business-address": {"street1": "13700 ALTON PARKWAY", "street2": "STE 160", "city": "IRVINE", "state": "CA", "zip": "92618", "phone": "7144579546"}, "mail-address": {"street1": "13900 ALTON PARKWAY", "street2": "SUITE 122", "city": "IRVINE", "state": "CA", "zip": "92718"}}
1
_______

  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER ____, 1997

                                                           REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                    _______________________________________

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     Under

                           The Securities Act of 1933

                    _______________________________________

                         CARDIOVASCULAR DYNAMICS, INC.
             (Exact name of Registrant as specified in its charter)

                    _______________________________________

         DELAWARE                                        68-0328265
(State or other jurisdiction                  (IRS Employer Identification No.)
of incorporation or organization)

                         13700 ALTON PARKWAY, SUITE 160
                            IRVINE, CALIFORNIA 92618
              (Address of principal executive offices) (Zip code)

                    ________________________________________

                      1997 SUPPLEMENTAL STOCK OPTION PLAN
                     1996 STOCK OPTION/STOCK ISSUANCE PLAN
                 (AS AMENDED AND RESTATED AS OF JUNE 19, 1997)

                           (Full title of the Plans)

                   _________________________________________

                               MICHAEL R. HENSON
                            CHIEF EXECUTIVE OFFICER
                         CARDIOVASCULAR DYNAMICS, INC.
            13700 ALTON PARKWAY, SUITE 160, IRVINE, CALIFORNIA 92618
                                 (714) 457-9546
         (Telephone number, including area code, of agent for service)

                    _______________________________________

                        CALCULATION OF REGISTRATION FEE
===============================================================================================================

                                                          Proposed             Proposed
  Title of                                                Maximum              Maximum
 Securities                          Amount               Offering             Aggregate           Amount of
    to be                            to be                  Price              Offering          Registration
 Registered                       Registered(1)           per Share              Price                Fee
 ----------                       -------------           ---------              -----           ------------
1997 SUPPLEMENTAL
STOCK OPTION PLAN 

Common Stock,
$0.001 par value                  90,000 shares            $5.875(2)           $528,750(2)            $156

1996 STOCK OPTION/
STOCK ISSUANCE PLAN

Common Stock,
$0.001 par value                  700,000 shares           $5.875(2)         $4,112,500(2)          $1,214

                                                                           Aggregate Filing Fee     $1,370
                                                                         
===============================================================================================================
(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the 1997 Supplemental Stock
         Option Plan or the 1996 Stock Option/Stock Issuance Plan by reason of
         any stock dividend, stock split, recapitalization or any other similar
         transaction without receipt of consideration which results in an
         increase in the number of outstanding shares of Common Stock of
         CardioVascular Dynamics, 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 selling prices per share of Common Stock of
         CardioVascular Dynamics, Inc. on December 10, 1997, as reported on the
         Nasdaq National Market.
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         CardioVascular Dynamics, 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 Annual Report on Form 10-K for the fiscal
                 year ended December 31, 1996, filed with the SEC on March 26,
                 1997, together with amendments thereto;

         (b)     The Registrant's Quarterly Reports on Form 10-Q for the fiscal
                 quarters ended March 31, 1997, June 30, 1997 and September 30,
                 1997, filed with the SEC on May 14, 1997, August 12, 1997 and
                 November 13, 1997, respectively; and

         (c)     The Registrant's Registration Statement No. 333-04560 on Form
                 8-A filed with the SEC on May 3, 1996 in which the terms,
                 rights and provisions applicable to the Registrant's Common
                 Stock are described.

         All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (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.  Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

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 Securities Act of 1933,
as amended (the "Securities Act").  Article VIII of the Registrant's Bylaws
provides 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, no
director shall be liable for monetary damages for breach of the director's
fiduciary duty to the Company and its stockholders.  This provision in the
Certificate of Incorporation does not eliminate the director's fiduciary duty,
and in appropriate circumstances equitable remedies such as injunctive or other
forms of non-monetary relief will remain available

                                      II-2
3
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 Company 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, 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 directors, a form of which was
attached as Exhibit 10.1 to Registrant's Registration Statement No.333-29169 on
Form S-1 previously filed with the Securities and Exchange Commission on May 3,
1996, and incorporated herein by reference.  The Indemnification Agreements
provide the Registrant's directors with further indemnification to the maximum
extent permitted by the Delaware General Corporation Law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS
Exhibit No.          Exhibit
-----------          -------
4                Instruments Defining Rights of Stockholders. Reference is made to Registrant's
                     Registration Statement No. 333-04560 on Form 8-A, which is incorporated herein
                     by reference pursuant to Item 3(d) of this Registration Statement.
    5                Opinion and Consent of Brobeck, Phleger & Harrison LLP.
    23.1             Consent of Ernst & Young LLP, Independent Auditors.
    23.2             Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
    24               Power of Attorney.  Reference is made to page II-5 of this Registration Statement.
    99.1             1997 Supplemental Stock Option Plan.
    99.2             Form of Notice of Grant of Stock Option.
    99.3             Form of Stock Option Agreement.
    99.4             1996 Stock Option/Stock Issuance Plan, as amended and restated as of June 19, 1997.
ITEM 9.  UNDERTAKINGS

         A.      Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the Delaware General Corporation Law, the
Certificate of Incorporation or the Bylaws of the Registrant, Indemnification
Agreements entered into between the Registrant and its directors, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act, and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered hereunder, 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 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.

         B.      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

                                      II-3
4
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 1996 Stock Option/Stock Issuance Plan and/or the 1997 Supplemental
Stock Option Plan.

         C.      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.

                                      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 Irvine, State of
California on December __, 1997.

                                        CARDIOVASCULAR DYNAMICS, INC.

                                        By: ____________________________________
                                            Michael R. Henson
                                            Chief Executive Officer
                                            and Chairman of the Board

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

         That the undersigned officers and directors of CardioVascular
Dynamics, Inc., a Delaware corporation, do hereby constitute and appoint
Michael R. Henson and Dana P. Nickell and each 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, or 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 regulation 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 thereto, and each of the undersigned
hereby ratifies and confirms all that 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.
Signatures                                         Title                                     Date
----------                                         -----                                     ----
Chief Executive Officer                    December ____, 1997
----------------------------------        and Chairman of the Board
Michael R. Henson                         (Principal Executive Officer)
II-5
6
Signatures                                         Title                                     Date
----------                                         -----                                     ----
Vice President Finance &                   December ___, 1997
----------------------------------        Administration and Secretary
Dana P. Nickell                           (Principal Financial and
                                          Accounting Officer)

                                          Director                                   December ___, 1997
----------------------------------                                                                     
William G. Davis

                                          Director                                   December ___, 1997
----------------------------------                                                                     
Mitchell Dann

                                          Director                                   December ___, 1997
----------------------------------                                                                     
Edward M. Leonard

                                          Director                                   December ___, 1997
----------------------------------                                                                     
Gerard von Hoffman

                                          Director                                   December ___, 1997
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Frank Brown
II-6
7
                                 EXHIBIT INDEX
Exhibit
    No.              Exhibit
  -------            -------
4                Instruments Defining Rights of Stockholders. Reference is made to Registrant's
                     Registration Statement No. 333-04560 on Form 8-A, which is incorporated herein
                     by reference pursuant to Item 3(d) of this Registration Statement.
    5                Opinion and Consent of Brobeck, Phleger & Harrison LLP.
    23.1             Consent of Ernst & Young LLP, Independent Auditors.
    23.2             Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
    24               Power of Attorney.  Reference is made to page II-5 of this Registration Statement.
    99.1             1997 Supplemental Stock Option Plan.
    99.2             Form of Notice of Grant of Stock Option.
    99.3             Form of Stock Option Agreement.
    99.4             1996 Stock Option/Stock Issuance Plan, as amended and restated as of June 19, 1997.