<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 18, 2001
                                                      REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                            INTUITIVE SURGICAL, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                            77-0416458
(STATE OR OTHER JURISDICTION OF                               (IRS EMPLOYER
 INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NUMBER)

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

                            1340 W. MIDDLEFIELD ROAD
                         MOUNTAIN VIEW, CALIFORNIA 94043
                                 (650) 237-7000
           (Address of Principal Executive Offices including Zip Code)

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

                           2000 EQUITY INCENTIVE PLAN

                        2000 EMPLOYEE STOCK PURCHASE PLAN

                 2000 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

                            (FULL TITLE OF THE PLAN)

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

          LONNIE M. SMITH                                ALAN C. MENDELSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER                    LATHAM & WATKINS
      INTUITIVE SURGICAL, INC.                        135 COMMONWEALTH DRIVE
      1340 W. MIDDLEFIELD ROAD                      MENLO PARK, CALIFORNIA 94028
   MOUNTAIN VIEW, CALIFORNIA 94043                          (650) 328-2600
          (650) 237-7000

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

                     (NAME AND ADDRESS AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                               AMOUNT            PROPOSED            PROPOSED           AMOUNT OF
                                               TO BE              MAXIMUM            MAXIMUM          REGISTRATION
                                             REGISTERED       OFFERING PRICE        AGGREGATE              FEE
                                                               PER SHARE (1)         OFFERING
                                                                                     PRICE (1)
---------------------------------------- ------------------- ------------------ ------------------- ------------------
<S>                                          <C>                  <C>             <C>                   <C>
Common stock, par value $.001 per share      2,273,232            $13.04          $29,642,945           $7,410.74
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) for (i) 1,986,600 shares available for future
     grants under the 2000 Equity Incentive Plan, (ii) 179,145 shares available
     for future grants under the 2000 Employee Stock Purchase Plan and (iii)
     107,487 shares available for future grants under the 2000 Non-Employee
     Directors' Stock Option Plan, based on the average of the high and low
     sales prices of the Common Stock as reported on the Nasdaq Stock Market on
     July 11, 2001. This registration statement shall also cover any additional
     shares of common stock which may become issuable under the Plan by reason
     of any stock split, stock dividend, recapitalization or other similar
     transaction effected without the receipt of consideration which results in
     an increase in the number of outstanding shares of common stock of the
     Company.


<PAGE>   2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The information called for in Part I of Form S-8 is not being filed with
or included in this Registration Statement on Form S-8 (by incorporation by
reference or otherwise) in accordance with the rules and regulations of the SEC.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         This registration statement covers shares of Common Stock of Intuitive
Surgical, Inc. that have been authorized for issuance pursuant to the Intuitive
Surgical, Inc. 2000 Equity Incentive Plan, 2000 Employee Stock Purchase Plan and
2000 Non-Employee Directors' Stock Option Plan.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by the Registrant with the SEC are
incorporated herein by reference:

         (a) Intuitive Surgical, Inc.'s Annual Report on Form 10-K for the year
     ended December 31, 2000 (including items incorporated by reference from the
     Registrant's Proxy Statement for its 2001 Annual Meeting of Stockholders)
     filed on March 30, 2001 (File No. 000-30713);

         (b) Intuitive Surgical, Inc.'s Quarterly Report on Form 10-Q for the
     fiscal quarter ended March 31, 2001 filed on May 14, 2001 (File No.
     000-30713);

         (c) The description of the common stock, par value $.001 per share, of
     Intuitive Surgical, Inc. contained in the Registration Statement on Form
     8-A (File No. 000-30713) filed on May 26, 2000; and

         (d) Intuitive Surgical, Inc.'s Current Reports on Form 8-K filed with
     the SEC on May 9, 2001.

         In addition, all documents filed by Intuitive Surgical, Inc. pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
registration statement and 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 in this registration statement and to be a part of it from the
respective dates of filing 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 or is deemed to be incorporated by reference herein


                                       1
<PAGE>   3

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

         Intuitive Surgical, Inc.'s Amended and Restated Certificate of
Incorporation provides that to the fullest extent permitted by the Delaware
General Corporation Law, a director of Intuitive Surgical, Inc. shall not be
personally liable to Intuitive Surgical, Inc. or its stockholders for monetary
damages for breach of fiduciary duty as a director. Under current Delaware law,
liability of a director may not be limited (i) for any breach of the director's
duty of loyalty to Intuitive Surgical, Inc. or its stockholders, (ii) for acts
or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) in respect of certain unlawful dividend payments
or stock redemptions or repurchases and (iv) for any transaction from which the
director derives an improper personal benefit. The effect of the provision of
Intuitive Surgical, Inc.'s Amended and Restated Certificate of Incorporation is
to eliminate the rights of Intuitive Surgical, Inc. and its stockholders
(through stockholders' derivative suits on behalf of Intuitive Surgical, Inc.)
to recover monetary damages against a director for breach of the fiduciary duty
of care as a director (including breaches resulting from negligent or grossly
negligent behavior) except in the situations described in clauses (i) through
(iv) above. This provision does not limit or eliminate the rights of Intuitive
Surgical, Inc. or any stockholder to seek nonmonetary relief such as an
injunction or rescission in the event of a breach of a director's duty of care.
In addition, Intuitive Surgical, Inc.'s Amended and Restated Certificate of
Incorporation provides that Intuitive Surgical, Inc. shall indemnify to the
fullest extent permitted by law its directors, officers and employees and
persons serving at any other enterprise as a director, officer or employee at
Intuitive Surgical, Inc.'s request against losses incurred by any such person by
reason of the fact that such person was acting in such capacity.

         In addition, Intuitive Surgical, Inc. has entered into agreements with
certain directors and officers of Intuitive Surgical, Inc. pursuant to which
Intuitive Surgical, Inc. has agreed to indemnify such persons against expenses
(including attorneys' fees), judgments, fines and certain amounts paid in
settlement actually and reasonably incurred by such indemnified person if such
person is or was a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such indemnified
person is or was a director, officer, employee or agent of Intuitive Surgical,
Inc. or any subsidiary of Intuitive Surgical, Inc., due to any action or
inaction on the part of the indemnified person while an officer or director, or
because the indemnified person is or was serving at the request of Intuitive
Surgical, Inc. as a director, officer, employee



                                       2
<PAGE>   4

or agent of another corporation, partnership, joint venture, trust or other
enterprise, so long as such indemnified person acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of
Intuitive Surgical, Inc. and, with respect to any criminal action or proceeding,
if such indemnified person had no reasonable cause to believe his or her conduct
was unlawful. The agreements also provide that such indemnified persons will be
entitled to an advance of expenses to meet the obligations indemnified against
as set forth above.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
<S>      <C>
4.1      Intuitive Surgical, Inc. 2000 Equity Incentive Plan (1)

4.2      Intuitive Surgical, Inc. 2000 Employee Stock Purchase Plan (1)

4.3      Intuitive Surgical, Inc. 2000 Non-Employee Directors' Stock Option Plan (1)

5.1      Opinion of Latham & Watkins

23.1     Consent of Ernst & Young LLP, Independent Auditors

23.2     Consent of Latham & Watkins (included in Exhibit 5.1)

24.1     Power of Attorney (included in the signature page to this registration statement).
</TABLE>

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

(1)  Incorporated by reference to the Company's Registration Statement on Form
     S-1, as amended (File No. 333-33016), originally filed with the SEC on
     March 22, 2000.


ITEM 9. UNDERTAKINGS

         (a) The undersigned registrant hereby undertakes:

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

                         (i) To include any prospectus required by Section
                10(a)(3) of the Securities Act of 1933;

                         (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



                                       3
<PAGE>   5

                fundamental change in the information set forth in the
                registration 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; and

                         (iii) 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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do 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 Exchange Act that are incorporated by
reference in the registration statement.

                (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, 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
     termination of the offering.

         (b) The registrant hereby further 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(d)
     of the Exchange Act (and, where applicable, each filing of an employee
     benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
     that is incorporated by reference in this registration statement shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
     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
     SEC such indemnification is against public policy as expressed in the
     Securities Act of 1933 and is, therefore, unenforceable. In the event that
     a claim for indemnification against such liabilities (other than the
     payment by the registrant of expenses incurred or paid by a director,
     officer or controlling person of the registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction



                                       4
<PAGE>   6

     the question whether such indemnification by it is against public policy as
     expressed in the Securities Act of 1933 and will be governed by the final
     adjudication of such issue.



                                       5
<PAGE>   7


                                   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, thereunto duly
authorized, in the City of Mountain View, State of California, on July 11,
2001.

                                          INTUITIVE SURGICAL, INC.

                                          /s/ Lonnie M. Smith
                                          -------------------------------------
                                          Lonnie M. Smith
                                          President and Chief Executive Officer

         Each person whose signature appears below constitutes and appoints
Lonnie M. Smith and Alan C. Mendelson, and each of them, his or her true and
lawful attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him or her and in his or her 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 all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in order to effectuate
the same as fully, to all intents and purposes, as he or she might or could do
in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or either 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 the dates indicated:

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

/s/ Lonnie M. Smith                               President and Chief Executive Officer and   July 11, 2001
-----------------------------------------------   Director (Principal Executive Officer)
Lonnie M. Smith

/s/ Susan K. Barnes                               Vice President, Finance,                    July 11, 2001
-----------------------------------------------   Chief Financial Officer and Assistant
Susan K. Barnes                                   Secretary (Principal Financial and
                                                  Accounting Officer)

/s/ Scott S. Halsted                             Director                                     July 11, 2001
-----------------------------------------------
Scott S. Halsted
</TABLE>


                                       6
<PAGE>   8
<TABLE>
<CAPTION>
Signature                                         Title                                       Date
---------                                         -----                                       ----
<S>                                               <C>                                         <C>

/s/ Russell C. Hirsch                             Director                                    July 11, 2001
-----------------------------------------------
Russell C. Hirsch, M.D., Ph.D.

/s/ Richard J. Kramer                             Director                                    July 11, 2001
-----------------------------------------------
Richard J. Kramer

/s/ James A. Lawrence                             Director                                    July 13, 2001
-----------------------------------------------
James A. Lawrence

/s/ Alan J. Levy                                  Director                                    July 13, 2001
-----------------------------------------------
Alan J. Levy

                                                  Director                                    July __, 2001
-----------------------------------------------
Frederick H. Moll, M.D.
</TABLE>



                                       7
<PAGE>   9


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
<S>      <C>
4.1      Intuitive Surgical, Inc. 2000 Equity Incentive Plan (1)

4.2      Intuitive Surgical, Inc. 2000 Employee Stock Purchase Plan (1)

4.3      Intuitive Surgical, Inc. 2000 Non-Employee Directors' Stock Option Plan (1)

5.1      Opinion of Latham & Watkins

23.1     Consent of Ernst & Young LLP, Independent Auditors

23.2     Consent of Latham & Watkins (included in Exhibit 5.1)

24.1     Power of Attorney (included in the signature page to this registration statement).
</TABLE>

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

(1)  Incorporated by reference to the Company's Registration Statement on Form
     S-1, as amended (File No. 333-33016), originally filed with the SEC on
     March 22, 2000.


                                       8
[{"type": "S-8", "sequence": "1", "filename": "f73983s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21790}]
{"company-data": {"conformed-name": "INTUITIVE SURGICAL INC", "cik": "0001035267", "assigned-sic": "3842", "irs-number": "770416458", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65342", "film-number": "1683758"}, "business-address": {"street1": "1340 W MIDDLEFIELD ROAD", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043", "phone": "6502377000"}, "mail-address": {"street1": "1340 W MIDDLEFIELD ROAD", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043"}}
1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 18, 2001
                                                      REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                            INTUITIVE SURGICAL, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                            77-0416458
(STATE OR OTHER JURISDICTION OF                               (IRS EMPLOYER
 INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NUMBER)

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

                            1340 W. MIDDLEFIELD ROAD
                         MOUNTAIN VIEW, CALIFORNIA 94043
                                 (650) 237-7000
           (Address of Principal Executive Offices including Zip Code)

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

                           2000 EQUITY INCENTIVE PLAN

                        2000 EMPLOYEE STOCK PURCHASE PLAN

                 2000 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

                            (FULL TITLE OF THE PLAN)

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

          LONNIE M. SMITH                                ALAN C. MENDELSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER                    LATHAM & WATKINS
      INTUITIVE SURGICAL, INC.                        135 COMMONWEALTH DRIVE
      1340 W. MIDDLEFIELD ROAD                      MENLO PARK, CALIFORNIA 94028
   MOUNTAIN VIEW, CALIFORNIA 94043                          (650) 328-2600
          (650) 237-7000

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

                     (NAME AND ADDRESS AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
                                               AMOUNT            PROPOSED            PROPOSED           AMOUNT OF
                                               TO BE              MAXIMUM            MAXIMUM          REGISTRATION
                                             REGISTERED       OFFERING PRICE        AGGREGATE              FEE
                                                               PER SHARE (1)         OFFERING
                                                                                     PRICE (1)
---------------------------------------- ------------------- ------------------ ------------------- ------------------
Common stock, par value $.001 per share      2,273,232            $13.04          $29,642,945           $7,410.74
----------------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) for (i) 1,986,600 shares available for future
     grants under the 2000 Equity Incentive Plan, (ii) 179,145 shares available
     for future grants under the 2000 Employee Stock Purchase Plan and (iii)
     107,487 shares available for future grants under the 2000 Non-Employee
     Directors' Stock Option Plan, based on the average of the high and low
     sales prices of the Common Stock as reported on the Nasdaq Stock Market on
     July 11, 2001. This registration statement shall also cover any additional
     shares of common stock which may become issuable under the Plan by reason
     of any stock split, stock dividend, recapitalization or other similar
     transaction effected without the receipt of consideration which results in
     an increase in the number of outstanding shares of common stock of the
     Company.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The information called for in Part I of Form S-8 is not being filed with
or included in this Registration Statement on Form S-8 (by incorporation by
reference or otherwise) in accordance with the rules and regulations of the SEC.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         This registration statement covers shares of Common Stock of Intuitive
Surgical, Inc. that have been authorized for issuance pursuant to the Intuitive
Surgical, Inc. 2000 Equity Incentive Plan, 2000 Employee Stock Purchase Plan and
2000 Non-Employee Directors' Stock Option Plan.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by the Registrant with the SEC are
incorporated herein by reference:

         (a) Intuitive Surgical, Inc.'s Annual Report on Form 10-K for the year
     ended December 31, 2000 (including items incorporated by reference from the
     Registrant's Proxy Statement for its 2001 Annual Meeting of Stockholders)
     filed on March 30, 2001 (File No. 000-30713);

         (b) Intuitive Surgical, Inc.'s Quarterly Report on Form 10-Q for the
     fiscal quarter ended March 31, 2001 filed on May 14, 2001 (File No.
     000-30713);

         (c) The description of the common stock, par value $.001 per share, of
     Intuitive Surgical, Inc. contained in the Registration Statement on Form
     8-A (File No. 000-30713) filed on May 26, 2000; and

         (d) Intuitive Surgical, Inc.'s Current Reports on Form 8-K filed with
     the SEC on May 9, 2001.

         In addition, all documents filed by Intuitive Surgical, Inc. pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
registration statement and 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 in this registration statement and to be a part of it from the
respective dates of filing 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 or is deemed to be incorporated by reference herein

                                       1
3

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

         Intuitive Surgical, Inc.'s Amended and Restated Certificate of
Incorporation provides that to the fullest extent permitted by the Delaware
General Corporation Law, a director of Intuitive Surgical, Inc. shall not be
personally liable to Intuitive Surgical, Inc. or its stockholders for monetary
damages for breach of fiduciary duty as a director. Under current Delaware law,
liability of a director may not be limited (i) for any breach of the director's
duty of loyalty to Intuitive Surgical, Inc. or its stockholders, (ii) for acts
or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) in respect of certain unlawful dividend payments
or stock redemptions or repurchases and (iv) for any transaction from which the
director derives an improper personal benefit. The effect of the provision of
Intuitive Surgical, Inc.'s Amended and Restated Certificate of Incorporation is
to eliminate the rights of Intuitive Surgical, Inc. and its stockholders
(through stockholders' derivative suits on behalf of Intuitive Surgical, Inc.)
to recover monetary damages against a director for breach of the fiduciary duty
of care as a director (including breaches resulting from negligent or grossly
negligent behavior) except in the situations described in clauses (i) through
(iv) above. This provision does not limit or eliminate the rights of Intuitive
Surgical, Inc. or any stockholder to seek nonmonetary relief such as an
injunction or rescission in the event of a breach of a director's duty of care.
In addition, Intuitive Surgical, Inc.'s Amended and Restated Certificate of
Incorporation provides that Intuitive Surgical, Inc. shall indemnify to the
fullest extent permitted by law its directors, officers and employees and
persons serving at any other enterprise as a director, officer or employee at
Intuitive Surgical, Inc.'s request against losses incurred by any such person by
reason of the fact that such person was acting in such capacity.

         In addition, Intuitive Surgical, Inc. has entered into agreements with
certain directors and officers of Intuitive Surgical, Inc. pursuant to which
Intuitive Surgical, Inc. has agreed to indemnify such persons against expenses
(including attorneys' fees), judgments, fines and certain amounts paid in
settlement actually and reasonably incurred by such indemnified person if such
person is or was a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such indemnified
person is or was a director, officer, employee or agent of Intuitive Surgical,
Inc. or any subsidiary of Intuitive Surgical, Inc., due to any action or
inaction on the part of the indemnified person while an officer or director, or
because the indemnified person is or was serving at the request of Intuitive
Surgical, Inc. as a director, officer, employee

                                       2
4

or agent of another corporation, partnership, joint venture, trust or other
enterprise, so long as such indemnified person acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of
Intuitive Surgical, Inc. and, with respect to any criminal action or proceeding,
if such indemnified person had no reasonable cause to believe his or her conduct
was unlawful. The agreements also provide that such indemnified persons will be
entitled to an advance of expenses to meet the obligations indemnified against
as set forth above.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8. EXHIBITS
EXHIBIT
4.1      Intuitive Surgical, Inc. 2000 Equity Incentive Plan (1)

4.2      Intuitive Surgical, Inc. 2000 Employee Stock Purchase Plan (1)

4.3      Intuitive Surgical, Inc. 2000 Non-Employee Directors' Stock Option Plan (1)

5.1      Opinion of Latham & Watkins

23.1     Consent of Ernst & Young LLP, Independent Auditors

23.2     Consent of Latham & Watkins (included in Exhibit 5.1)

24.1     Power of Attorney (included in the signature page to this registration statement).
----------------------

(1)  Incorporated by reference to the Company's Registration Statement on Form
     S-1, as amended (File No. 333-33016), originally filed with the SEC on
     March 22, 2000.

ITEM 9. UNDERTAKINGS

         (a) The undersigned registrant hereby undertakes:

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

                         (i) To include any prospectus required by Section
                10(a)(3) of the Securities Act of 1933;

                         (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

                                       3
5

                fundamental change in the information set forth in the
                registration 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; and

                         (iii) 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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do 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 Exchange Act that are incorporated by
reference in the registration statement.

                (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, 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
     termination of the offering.

         (b) The registrant hereby further 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(d)
     of the Exchange Act (and, where applicable, each filing of an employee
     benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
     that is incorporated by reference in this registration statement shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
     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
     SEC such indemnification is against public policy as expressed in the
     Securities Act of 1933 and is, therefore, unenforceable. In the event that
     a claim for indemnification against such liabilities (other than the
     payment by the registrant of expenses incurred or paid by a director,
     officer or controlling person of the registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction

                                       4
6

     the question whether such indemnification by it is against public policy as
     expressed in the Securities Act of 1933 and will be governed by the final
     adjudication of such issue.

                                       5
7

                                   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, thereunto duly
authorized, in the City of Mountain View, State of California, on July 11,
2001.

                                          INTUITIVE SURGICAL, INC.

                                          /s/ Lonnie M. Smith
                                          -------------------------------------
                                          Lonnie M. Smith
                                          President and Chief Executive Officer

         Each person whose signature appears below constitutes and appoints
Lonnie M. Smith and Alan C. Mendelson, and each of them, his or her true and
lawful attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him or her and in his or her 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 all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in order to effectuate
the same as fully, to all intents and purposes, as he or she might or could do
in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or either 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 the dates indicated:
Signature                                         Title                                       Date
---------                                         -----                                       ----
/s/ Lonnie M. Smith                               President and Chief Executive Officer and   July 11, 2001
-----------------------------------------------   Director (Principal Executive Officer)
Lonnie M. Smith

/s/ Susan K. Barnes                               Vice President, Finance,                    July 11, 2001
-----------------------------------------------   Chief Financial Officer and Assistant
Susan K. Barnes                                   Secretary (Principal Financial and
                                                  Accounting Officer)

/s/ Scott S. Halsted                             Director                                     July 11, 2001
-----------------------------------------------
Scott S. Halsted
6
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Signature                                         Title                                       Date
---------                                         -----                                       ----
/s/ Russell C. Hirsch                             Director                                    July 11, 2001
-----------------------------------------------
Russell C. Hirsch, M.D., Ph.D.

/s/ Richard J. Kramer                             Director                                    July 11, 2001
-----------------------------------------------
Richard J. Kramer

/s/ James A. Lawrence                             Director                                    July 13, 2001
-----------------------------------------------
James A. Lawrence

/s/ Alan J. Levy                                  Director                                    July 13, 2001
-----------------------------------------------
Alan J. Levy

                                                  Director                                    July __, 2001
-----------------------------------------------
Frederick H. Moll, M.D.
7
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                                INDEX TO EXHIBITS
EXHIBIT
4.1      Intuitive Surgical, Inc. 2000 Equity Incentive Plan (1)

4.2      Intuitive Surgical, Inc. 2000 Employee Stock Purchase Plan (1)

4.3      Intuitive Surgical, Inc. 2000 Non-Employee Directors' Stock Option Plan (1)

5.1      Opinion of Latham & Watkins

23.1     Consent of Ernst & Young LLP, Independent Auditors

23.2     Consent of Latham & Watkins (included in Exhibit 5.1)

24.1     Power of Attorney (included in the signature page to this registration statement).
----------------------

(1)  Incorporated by reference to the Company's Registration Statement on Form
     S-1, as amended (File No. 333-33016), originally filed with the SEC on
     March 22, 2000.

                                       8