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<p align="right"><font size="3" color="FF0000"><strong>
As filed with the Securities and Exchange Commission on January 4, 2001<br>
                                               Registration No. 333-
</strong></font></p>

<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>
<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>

<p align="center"><font size="3"><strong>UNITED STATES</br>
SECURITIES AND EXCHANGE COMMISSION</br>
Washington, D.C. 20549</strong></font></p>

<HR align=center SIZE=2 width="25%">
<br>


<p align="center"><font size="5"><strong>FORM S-8</strong></center></font></p>
<HR align=center SIZE=2 width="25%">

<p align="center"><font size="3"><strong>
          REGISTRATION STATEMENT<br> under <br> THE SECURITIES ACT OF 1933
</strong>

</strong></font></p>

<p align="center"><font size="6" color="#0000FF"><strong>
                       <u>INTEGRATED SURGICAL SYSTEMS, INC.</u>
</strong></font></br>
<font size="2">
          (Exact name of Registrant as specified in its Charter)



<P>&nbsp;
<TABLE COLS=3 WIDTH="90%" >
<TR>
<TD VALIGN="BOTTOM">
<font size="3"><strong>
&nbsp;<br>
&nbsp;<br>
&nbsp;<br>
&nbsp;<br>
<CENTER>Delaware</CENTER>
</font></strong>
<font size="2">
<CENTER>&nbsp; (State or other jurisdiction<br> of incorporation or organization)&nbsp;</CENTER>
</font>
</TD>
<TD VALIGN="BOTTOM">
<font size="3"><strong>
<CENTER>
1850 Research Park Drive<br>
Davis, California 95616-4884<br>
Telephone: (530) 792-2600<br>
Telecopier: (530) 792-2690
</CENTER>
</font></strong>
<font size="2">
<CENTER>(Address and telephone number of<br> principal executive offices)
</CENTER></font>
</TD>

<TD VALIGN="BOTTOM">
<font size="3"><strong>
&nbsp;<br>
&nbsp;<br>
&nbsp;<br>
&nbsp;<br>
<CENTER>68-0232575</CENTER>
</font></strong>
<font size="2">
<CENTER>(I.R.S. Employer<br>Identification Number)</CENTER>
</font>
</TD>
</TR>
</TABLE>
<BR>

<HR align=center SIZE=2 width="25%">
<P ALIGN="CENTER">INTEGRATED SURGICAL SYSTEMS, INC.<br>
                  2000 Stock Award Plan<br>
                  (Full Title of the Plan)<br>
                  </P>

<HR align=center SIZE=2 width="25%">


<font size="3">
<P ALIGN="CENTER">Ramesh C. Trivedi<br>
                  1850 Research Park Drive<br>
                  Davis, California 95616-4884<br>
                  Telephone: (530) 792-2600<br>
                  Telecopier: (530) 792-2690<br>
<font size="2">
                  (Name, address, including zip code, and telephone number,<br>
                  including area code, of agent for service)</P>
<HR align=center SIZE=2 width="25%">
</FONT><I><FONT SIZE=2><P ALIGN="CENTER">A copy of all communications, including communications sent to the agent for service should
be sent to:</P>
</I></FONT><FONT SIZE=3><P ALIGN="CENTER">Jack Becker, Esq.<br>
                  Snow Becker Krauss P.C.<br>
                  605 Third Avenue<br>
                  New York, N.Y. 10158-0125<br>
                  Telephone: (212) 687-3860<br>
                  Telecopier. (212) 949-7052</P>
</FONT>
<FONT SIZE=2> </P>
<P>&nbsp;</P>
<B><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P></B></FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER=0 CELLSPACING=1 BORDERCOLOR="#ffffff" CELLPADDING=8 WIDTH=624>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<P><FONT SIZE=2>&nbsp;</P>
<P>Title of Each Class of<br>
<U>Securities&nbsp;&nbsp;to be Registered&nbsp; &nbsp;</U></FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER"><br>Amount to be<br>
<U>&nbsp;&nbsp; Registered&nbsp;&nbsp;</U></FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">Proposed<br>
                               Maximum<br>
                  Offering Price<br>
<U>                  Per Security (2)</U></FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">Proposed<br>
                  Maximum<br> Aggregate<br>
<U>                  Offering Price (1)</U></FONT></TD>
<TD WIDTH="14%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER"><br>Amount of<br>
                  Registration<br>
<U>&nbsp;&nbsp;Fee&nbsp;&nbsp; </U></FONT></TD>
</TR>
<TR><TD WIDTH="34%" VALIGN="MIDDLE">
<FONT SIZE=2><P>Common Stock, $.01 par value &#9;</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="RIGHT">500,000(1)</FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="RIGHT">$0.19 </FONT></TD>
<TD WIDTH="18%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="RIGHT">$95,000.00</FONT></TD>
<TD WIDTH="14%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="RIGHT">$23.75</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=2><P ALIGN="CENTER">__________________________________</P><DIR>
<DIR>

<P>(1)&#9;Represents shares that may be issued under the 2000 Stock Award Plan of Integrated Surgical Systems, Inc. (the Registrant).
Also includes an indeterminate number of shares of Common Stock which may become issuable pursuant to the antidilution provisions
of the plan.
</P>


<P>(2)&#9;Calculated solely for the purpose of determining the registration fee pursuant to rule 457(c) based upon the closing price
of the common stock on The Nasdaq SmallCap Market on January 2, 2001.</P>

<P>&nbsp;</P></DIR>
</DIR>
<P>&nbsp;</P>

<P>&#9;</FONT><B><FONT SIZE=4><P ALIGN="CENTER">Part II</P></FONT>
<FONT SIZE=2><P ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
<P>Item 3.&nbsp; Incorporation of Certain Information By Reference</B></P>

</FONT>
<B><P ALIGN="CENTER"><A NAME="_Toc491839281"></A></P></B>
<FONT SIZE=2><P>The following documents filed with the Securities and Exchange Commission (the "Commission") by Integrated
Surgical Systems, Inc., a Delaware corporation (the "Company" or the "Registrant"), are incorporated by
reference into this Registration Statement.
<OL>
<LI>&#9;The Company's Annual Report on Form 10-KSB and Form 10-KSB/A (Amendment No. 1) for the fiscal year ended December 31, 1999, including any
amendments to that report.</P>
<LI>&#9;The Company's Quarterly Reports on Form 10-QSB for the fiscal quarters ended March 31, 2000, June 30, 2000, and September 30,
2000, including any amendments to those reports.</P>
<LI>&#9;The description of the common stock, par value $.01 per share, of the Company (the "Common Stock") contained in the
Company's Registration Statement on Form 8-A (File No. 1-12471) filed pursuant to Section 12(g)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any amendment or report filed for the purpose of updating such information.</P></DIR>
</OL>
<P>All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, as amended (
the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein 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 other subsequently filed document which also is incorporated or 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.

<FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P></FONT>
<B><P>Item 4.&nbsp; Description of Securities</P></B>
<P>Not Applicable.
</P>
<FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P></FONT>
<B><P>Item 5.&nbsp; Interests of Named Experts and Counsel.</P></B>
<P>Not Applicable.
</P>

</FONT>
<FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>
<B><P>Item 6.&nbsp; Indemnification of Directors and Officers</P>
</B><P>Article 6 of the Registrant's by-laws provides that a director or officer shall be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement (provided such settlement is approved in advance by the Registrant)
in connection with certain actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation - a "derivative
action") if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. A similar standard of care is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including attorneys' fees) incurred in connection with the defense or
settlement of such an action, except that no person who has been adjudged to be liable to the Registrant shall be entitled to
indemnification unless a court determines that despite such adjudication of liability but in view of all of the circumstances of the
case, the person seeking indemnification is fairly and reasonably entitled to be indemnified for such expenses as the court deems
proper.</P>

<P>Article 6.4 of the Registrant's by-laws provides that a person indemnified under Article VI of the bylaws may contest any
determination that a director, officer, employee or agent has not met the applicable standard of conduct set forth in the by-laws by
petitioning a court of competent jurisdiction.</P>

<P>Article 6.5 of the Registrant's by-laws further provides that directors and officers are entitled to be paid by the Registrant the
expenses incurred in defending the proceedings specified above in advance of their final disposition. provided that such payment will
only be made upon delivery to the Registrant by the indemnified party of an undertaking to repay all amounts so advanced if it is
ultimately determined that the person receiving such payments is not entitled to be indemnified.</P>



<P>Article 6.6 of the Registrant's by-laws provides that the right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in the Article will not be exclusive of any other right which
any person may have or acquire under the by-laws, or any statute or agreement. or otherwise.</P>
<P>Finally, Article 6.7 of the Registrant's by-laws provides that the Registrant may maintain insurance, at its expense, to reimburse
itself and directors and officers of the Registrant and of its direct and indirect subsidiaries against any expense, liability or
loss, whether or not the Registrant would have the power to indemnify such persons against such expense, liability or loss under the
provisions of Article VI of the by-laws. The Registrant maintains and has in effect such insurance.</P>
<P>Article II of the Registrant's certificate of incorporation eliminates the personal liability of the Registrant's directors to the
Registrant or its stockholders for monetary damages for breach of their fiduciary duties as a director to the fullest extent provided
by Delaware law. Section 102 (b) (7) of the DGCL provides for the elimination off such personal liability, except for liability (i)
for any breach of the director's duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any
transaction from which the director derived any improper personal benefit.</P>
<P>Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to
directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed 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.</P>

<FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P></FONT>
<B><P>Item 7.&nbsp; Exhibits</P></B>

<P><CENTER>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=625>
<TR><TD WIDTH="10%" VALIGN="BOTTOM">
<FONT SIZE=2><B><P>Exhibit<br>
<U>No</U></B></FONT></TD>
<TD WIDTH="5%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;
</FONT></TD>
<TD WIDTH="85%" VALIGN="BOTTOM">
<U><FONT SIZE=2><B><P>Description of Exhibit</U></B></FONT></TD>
</TR>
<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=2><P>4.1</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">
<P>&#9;-</P>
</FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2>&#9;2000 Stock Award Plan. *
</P>
</FONT></TD>
</TR>

<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=2><P>5.1</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">
<P>&#9;-</P>
</FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2>&#9;Opinion of Snow Becker Krauss P.C.
</P>
</FONT></TD>
</TR>













<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=2><P>23.1</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">
<P>&#9;-</P>
</FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2>&#9;Consent of Snow Becker Krauss P.C.
(included in Exhibit 5.1)</P>
</FONT></TD>
</TR>


<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=2><P>23.2</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">
<P>&#9;-</P>
</FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2>&#9;Consent of Ernst & Young LLP.
</P>
</FONT></TD>
</TR>


<TR><TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=2><P>24.1</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">
<P>&#9;-</P>
</FONT></TD>
<TD WIDTH="85%" VALIGN="TOP">
<P><FONT SIZE=2>&#9;Power of Attorney (included in
signature page of this Registration Statement)</P></DIR>
</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P>_______________</P>


<P> * Incorporated by reference to the Registrant's Registration Statement on Form SB-2 (Registration No. 333-48040), declared effective on October
30, 2000.</P>


<FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P></FONT>
<B><P>Item 8.&nbsp; Required Undertakings</P>
</B>
<P>The Registrant hereby undertakes that it will:</P>
<DIR>

<P>(a)&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;(1)&#9;File, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement
to:</P><DIR>
<DIR>

<P>(i)&#9;Include any prospectus required by section 10(a) (3) of the Securities Act.</P>
<P>(ii)&#9;Reflect in the prospectus any facts or events which, individually or in the aggregate, represent a fundamental change in
the information set forth in the Registrantion Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective Registration
Statement.</P>
<P>(iii)&#9;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;</P>

<P><U>provided, however,</U> that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3 or
Form S-8 and 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 Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.<P>








</DIR>

<P>(2)&#9;For the purpose of determining any liability under the Securities Act, such post-effective amendment shall be deemed a new
registration statement relating to the securities offered therein, and the offering of such securities at that time to be the initial
bona fide offering thereof.</P>
<P>(3)&#9;Remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold
at the termination of the offering.</P>
</DIR>

<P>(b)&#9;The undersigned Registrant hereby undertakes that for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(e) of the Securities Exchange Act of
1934 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 <U>bona fide</U>
offering thereof.<P>

<P>(c)&#9;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such indemnification is against policy as expressed in
the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.</P>

</DIR>

<br>
<br>
<br>
<HR width="85%">
<br>
<br>
<br>


<B><P ALIGN="CENTER">SIGNATURES</P>
</B><P>Pursuant to the requirements of the Securities Act of 1933, 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, hereunto duly authorized, in the City of Davis, State of California, on December 22,
2000.</P>
<P>INTEGRATED SURGICAL SYSTEMS, INC.</P>

<P>
<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="45%"></TD>
    <TD width="10%"></TD>
    <TD width="45%"></TD></TR>
  <TR vAlign=top>
    <TD>
By: /s/ Ramesh C. Trivedi
      <HR align=left SIZE=1>
    </TD>
    <TD>&nbsp;</TD>
    <TD>
By: /s/ Louis Kirchner
      <HR align=left SIZE=1>
    </TD>
    </TR>

  <TR vAlign=top>
    <TD>
Ramesh C. Trivedi
    </TD>
    <TD>&nbsp;</TD>
    <TD>
Louis Kirchner
    </TD>
    </TR>

  <TR vAlign=top>
    <TD>
Chief Executive Officer and President
    </TD>
    <TD>&nbsp;</TD>
    <TD>
Chief Financial Officer
    </TD>
    </TR>

  <TR vAlign=top>
    <TD>
<i>(Principal Executive Officer)</i>
    </TD>
    <TD>&nbsp;</TD>
    <TD>
<i>(Principal Financial and Accounting Officer)</i>
    </TD>
    </TR>
</TABLE></P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<B><P ALIGN="CENTER">POWER OF ATTORNEY</P>
</B><P>Each person whose signature appears below hereby constitutes and appoints Ramesh C. Trivedi and Louis Kirchner, or either of
them, as his true and lawful attorney-in- fact and agent, with power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration
statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying all that said attorney-in-fact and agent or his substitute or substitutes, or any of them, may lawfully
do or cause to be done by virtue hereof.</P>

<P>Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the
following persons in the capacities indicated on December 22, 2000.</P>

<P>
<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="45%"></TD>
    <TD width="10%"></TD>
    <TD width="45%"></TD></TR>

  <TR vAlign=top>
    <TD>
<u>Signatures</u>
    </TD>
    <TD>&nbsp;</TD>
    <TD>
<u>Title</u>
    </TD>
    </TR>

  <TR vAlign=top>
    <TD>
/s/ Ramesh C. Trivedi
      <HR align=left SIZE=1>
    Ramesh C. Trivedi
    </TD>
    <TD>&nbsp;</TD>
    <TD>
Chief Executive Officer and President<br>
and a Director<br>
<i>(Principal Executive Officer)</i>
    </TD>
    </TR>

  <TR vAlign=top>
    <TD>
    &nbsp;<br>
    </TD>
    <TD>&nbsp;</TD>
    <TD>
    <TD>&nbsp;</TD>
    </TD>
    </TR>


  <TR vAlign=top>
    <TD>
    &nbsp;<br>
      <HR align=left SIZE=1>
Falah Al-Kadi
    </TD>
    <TD>&nbsp;</TD>
    <TD>
Chairman of the Board <br>of Directors
    </TD>
    </TR>

  <TR vAlign=top>
    <TD>
    &nbsp;<br>
    </TD>
    <TD>&nbsp;</TD>
    <TD>
    <TD>&nbsp;</TD>
    </TD>
    </TR>

  <TR vAlign=top>
    <TD>
/s/ John N. Kapoor
      <HR align=left SIZE=1>
John N. Kapoor
    </TD>
    <TD>&nbsp;</TD>
    <TD>
Director
    </TD>
    </TR>
<TR></TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD>
    </TD>
    </TR>


</TABLE></P>


<br>
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<HR width="85%">
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<br>
<br>
<br>
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<p><strong><P></P></strong></p></B>
<P>&nbsp;</P>
<FONT SIZE=1><P>&nbsp;</P>
<P>&nbsp;</P>
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S-3 doc
As filed with the Securities and Exchange Commission on January 4, 2001
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
INTEGRATED SURGICAL SYSTEMS, INC.
(Exact name of Registrant as specified in its Charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
1850 Research Park Drive
Davis, California 95616-4884
Telephone: (530) 792-2600
Telecopier: (530) 792-2690
(Address and telephone number of
principal executive offices)
68-0232575
(I.R.S. Employer
Identification Number)
INTEGRATED SURGICAL SYSTEMS, INC.
2000 Stock Award Plan
(Full Title of the Plan)
Ramesh C. Trivedi
1850 Research Park Drive
Davis, California 95616-4884
Telephone: (530) 792-2600
Telecopier: (530) 792-2690
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
A copy of all communications, including communications sent to the agent for service should
be sent to:
Jack Becker, Esq.
Snow Becker Krauss P.C.
605 Third Avenue
New York, N.Y. 10158-0125
Telephone: (212) 687-3860
Telecopier. (212) 949-7052
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities  to be Registered
Amount to be
Registered
Proposed
Maximum
Offering Price
Per Security (2)
Proposed
Maximum
Aggregate
Offering Price (1)
Amount of
Registration
Fee
Common Stock, $.01 par value
500,000(1)
$0.19
$95,000.00
$23.75
__________________________________
(1)	Represents shares that may be issued under the 2000 Stock Award Plan of Integrated Surgical Systems, Inc. (the Registrant).
Also includes an indeterminate number of shares of Common Stock which may become issuable pursuant to the antidilution provisions
of the plan.
(2)	Calculated solely for the purpose of determining the registration fee pursuant to rule 457(c) based upon the closing price
of the common stock on The Nasdaq SmallCap Market on January 2, 2001.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.  Incorporation of Certain Information By Reference
The following documents filed with the Securities and Exchange Commission (the "Commission") by Integrated
Surgical Systems, Inc., a Delaware corporation (the "Company" or the "Registrant"), are incorporated by
reference into this Registration Statement.
The Company's Annual Report on Form 10-KSB and Form 10-KSB/A (Amendment No. 1) for the fiscal year ended December 31, 1999, including any
amendments to that report.
The Company's Quarterly Reports on Form 10-QSB for the fiscal quarters ended March 31, 2000, June 30, 2000, and September 30,
2000, including any amendments to those reports.
The description of the common stock, par value $.01 per share, of the Company (the "Common Stock") contained in the
Company's Registration Statement on Form 8-A (File No. 1-12471) filed pursuant to Section 12(g)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any amendment or report filed for the purpose of updating such information.
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, as amended (
the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein 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 other subsequently filed document which also is incorporated or 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
Article 6 of the Registrant's by-laws provides that a director or officer shall be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement (provided such settlement is approved in advance by the Registrant)
in connection with certain actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation - a "derivative
action") if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. A similar standard of care is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including attorneys' fees) incurred in connection with the defense or
settlement of such an action, except that no person who has been adjudged to be liable to the Registrant shall be entitled to
indemnification unless a court determines that despite such adjudication of liability but in view of all of the circumstances of the
case, the person seeking indemnification is fairly and reasonably entitled to be indemnified for such expenses as the court deems
proper.
Article 6.4 of the Registrant's by-laws provides that a person indemnified under Article VI of the bylaws may contest any
determination that a director, officer, employee or agent has not met the applicable standard of conduct set forth in the by-laws by
petitioning a court of competent jurisdiction.
Article 6.5 of the Registrant's by-laws further provides that directors and officers are entitled to be paid by the Registrant the
expenses incurred in defending the proceedings specified above in advance of their final disposition. provided that such payment will
only be made upon delivery to the Registrant by the indemnified party of an undertaking to repay all amounts so advanced if it is
ultimately determined that the person receiving such payments is not entitled to be indemnified.
Article 6.6 of the Registrant's by-laws provides that the right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in the Article will not be exclusive of any other right which
any person may have or acquire under the by-laws, or any statute or agreement. or otherwise.
Finally, Article 6.7 of the Registrant's by-laws provides that the Registrant may maintain insurance, at its expense, to reimburse
itself and directors and officers of the Registrant and of its direct and indirect subsidiaries against any expense, liability or
loss, whether or not the Registrant would have the power to indemnify such persons against such expense, liability or loss under the
provisions of Article VI of the by-laws. The Registrant maintains and has in effect such insurance.
Article II of the Registrant's certificate of incorporation eliminates the personal liability of the Registrant's directors to the
Registrant or its stockholders for monetary damages for breach of their fiduciary duties as a director to the fullest extent provided
by Delaware law. Section 102 (b) (7) of the DGCL provides for the elimination off such personal liability, except for liability (i)
for any breach of the director's duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any
transaction from which the director derived any improper personal benefit.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to
directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed 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.
Item 7.  Exhibits
Exhibit
No
Description of Exhibit
4.1
-
2000 Stock Award Plan. *
5.1
-
Opinion of Snow Becker Krauss P.C.
23.1
-
Consent of Snow Becker Krauss P.C.
(included in Exhibit 5.1)
23.2
-
Consent of Ernst & Young LLP.
24.1
-
Power of Attorney (included in
signature page of this Registration Statement)
_______________
* Incorporated by reference to the Registrant's Registration Statement on Form SB-2 (Registration No. 333-48040), declared effective on October
30, 2000.
Item 8.  Required Undertakings
The Registrant hereby undertakes that it will:
(a)      (1)	File, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement
to:
(i)	Include any prospectus required by section 10(a) (3) of the Securities Act.
(ii)	Reflect in the prospectus any facts or events which, individually or in the aggregate, represent a fundamental change in
the information set forth in the Registrantion Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective Registration
Statement.
(iii)	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;
provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3 or
Form S-8 and 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 Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2)	For the purpose of determining any liability under the Securities Act, such post-effective amendment shall be deemed a new
registration statement relating to the securities offered therein, and the offering of such securities at that time to be the initial
bona fide offering thereof.
(3)	Remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold
at the termination of the offering.
(b)	The undersigned Registrant hereby undertakes that for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(e) of the Securities Exchange Act of
1934 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.
(c)	Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such indemnification is against policy as expressed in
the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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, hereunto duly authorized, in the City of Davis, State of California, on December 22,
2000.
INTEGRATED SURGICAL SYSTEMS, INC.
By: /s/ Ramesh C. Trivedi
By: /s/ Louis Kirchner
Ramesh C. Trivedi
Louis Kirchner
Chief Executive Officer and President
Chief Financial Officer
(Principal Executive Officer)
(Principal Financial and Accounting Officer)
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Ramesh C. Trivedi and Louis Kirchner, or either of
them, as his true and lawful attorney-in- fact and agent, with power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration
statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying all that said attorney-in-fact and agent or his substitute or substitutes, or any of them, may lawfully
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 indicated on December 22, 2000.
Signatures
Title
/s/ Ramesh C. Trivedi
Ramesh C. Trivedi
Chief Executive Officer and President
and a Director
(Principal Executive Officer)
Falah Al-Kadi
Chairman of the Board
of Directors
/s/ John N. Kapoor
John N. Kapoor
Director