<PAGE>   1

     As filed with the Securities and Exchange Commission on June 2, 1999
                                              Registration No. 333-_____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933


                                 ENDOCARE, INC.
               (Exact name of issuer as specified in its charter)

            DELAWARE                                        33-0618093
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

                     7 STUDEBAKER, IRVINE, CALIFORNIA 92618
              (Address of principal executive offices) (Zip Code)

                                 ENDOCARE, INC.
                                 1995 STOCK PLAN
                            1995 DIRECTOR OPTION PLAN
                            (Full title of the plans)

                                  PAUL W. MIKUS
          CHIEF EXECUTIVE OFFICER, PRESIDENT AND CHAIRMAN OF THE BOARD
                                 ENDOCARE, INC.
                                  7 STUDEBAKER
                            IRVINE, CALIFORNIA 92618
                     (Name and address of agent for service)
                                 (949) 595-4770
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                         Offering
    Title of Securities to be         Amount to be         Price          Aggregate         Amount of
            Registered                Registered(1)       per Share     Offering Price   Registration Fee
=========================================================================================================
<S>                                  <C>                <C>             <C>              <C>
1995 Stock Plan                      1,313,000 shares      $4.31        $5,659,030.00      $1,573.21(2)
Common Stock, $0.001 par value

1995 Director Option Plan            150,000 shares        $4.31        $  646,500.00      $  179.73(2)
Common Stock, $0.001 par value
                                                        Aggregate Registration Fee         $1,752.94
=========================================================================================================
</TABLE>


(1)     This Registration Statement shall also cover any additional shares of
        Registrant's Common Stock which become issuable under the Registrant's
        1995 Stock Plan and 1995 Director Option Plan by reason of any stock
        dividend, stock split, recapitalization or other similar transaction
        effected without the Registrant's receipt of consideration which results
        in an increase in the number of the Registrant's outstanding shares of
        Common Stock.

(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 the Registrant's Common Stock
        on May 27, 1999, as reported by the Nasdaq SmallCap Market.
<PAGE>   2
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

               Endocare, 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, 1998 filed with the SEC on March 31, 1999;

        (b)    The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 1999 filed with the SEC on May 17, 1999; and

        (c)    The Registrant's Registration Statement on Form 10-SB/A filed
               with the SEC on January 5, 1996 pursuant to Section 12 of the
               Securities Exchange Act of 1934, as amended (the "1934 Act"), in
               which there is described the terms, rights and provisions
               applicable to the Registrant's outstanding Common Stock.

               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 Capital Stock

               Inapplicable.

Item 5.  Interests of Named Experts and Counsel

               Inapplicable.

Item 6.  Indemnification of Directors and Officers

               Section 145 of the Delaware Corporation Law provides that a
Delaware corporation may indemnify any person against expenses, judgments, fines
and settlements actually and reasonably incurred by any such person in
connection with a threatened, pending or completed action, suit or proceeding in
which he is involved by reason of the fact that he is or was a director,
officer, employee or agent of such corporation, provided that (i) he acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation and (ii) with respect to any criminal action
or proceeding, he had no reasonable cause to believe his conduct was unlawful.
If the action or suit is by or in the name of the corporation, the corporation
may indemnify any such person against expenses actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation for negligence or
misconduct in the performance of his duty to the corporation, unless and only to
the extent that the Delaware Court



                                      II-1
<PAGE>   3
of Chancery or the court in which the action or suit is brought determines upon
application that, despite the adjudication of liability but in view of all of
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.

               The Company's Certificate of Incorporation provides that to the
fullest extent permitted by the Delaware Corporation Law, no director of the
Company shall be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director. The Certificate of
Incorporation also provides that no amendment or repeal of such provision shall
apply to or have any effect on the right to indemnification permitted thereunder
with respect to claims arising from acts or omissions occurring in whole or in
part before the effective date of such amendment or repeal, whether asserted
before or after such amendment or repeal.

        The Company's Bylaws provide that the Company shall to the full extent
authorized by law, indemnify each of its directors and officers against expenses
incurred in connection with any proceeding arising by reason of the fact that
such person is or was an agent of the corporation.

        The Registrant maintains a directors' and officers' liability insurance
policy that, subject to certain limitations, terms and conditions, will insure
the directors and officers of the Registrant against losses arising from
wrongful act (as defined by the policy) in their capacity as a director or
officer.

Item 7.  Exemption from Registration Claimed

               Inapplicable.

Item 8.  Exhibits

<TABLE>
<CAPTION>
Exhibit Number    Exhibit
--------------    -------
<S>               <C>
    4             Instruments Defining Rights of Stockholders. Reference is made
                  to Registrant's Registration Statement on Form 10-SB/A, and
                  the exhibits thereto, which are incorporated herein by
                  reference pursuant to Item 3(c) of this Registration
                  Statement.

    5             Opinion of Brobeck, Phleger & Harrison LLP.

    23.1          Consent of KPMG 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-4 of this
                  Registration Statement.

    99.1          Endocare, Inc. 1995 Stock Plan (as amended and restated
                  through March 2, 1999).

    99.2          Form of Stock Option Agreement.

    99.3          Endocare, Inc. 1995 Director Option Plan (as amended and
                  restated through March 2, 1999).

    99.4          Form of Stock Option Agreement (Non-Employee Director -
                  Initial Grant).

    99.5          Form of Stock Option Agreement (Non-Employee Director -
                  Subsequent Grant).
</TABLE>



                                      II-2
<PAGE>   4
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, as amended (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 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 the
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 upon the termination of the 1995 Stock Plan or the 1995 Director Option
Plan.

               B. 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.

               C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6
above, or otherwise the Registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the 1933 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, 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 1933 Act and will be governed by the final
adjudication of such issue.



                                      II-3
<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 this 2nd day of
June, 1999.

                                       ENDOCARE, INC.


                                       By /s/ PAUL W. MIKUS
                                         ---------------------------------------
                                         Paul W. Mikus
                                         Chief Executive Officer and President



                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

               That the undersigned officers and directors of Endocare, Inc., a
Delaware corporation, do hereby constitute and appoint Paul W. Mikus and William
R. Hughes, the lawful attorneys and agents, with full power and authority to do
any and all acts and things and to execute any and all instruments which said
attorney and agent determines 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 regulations 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 thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any 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>
/s/ PAUL W. MIKUS            Chief Executive Officer, President,    June 2, 1999
-----------------------      and Chairman of the Board
Paul W. Mikus                (Principal Executive Officer)
</TABLE>



                                      II-4
<PAGE>   6
<TABLE>
<CAPTION>
Signatures                   Title                                      Date
----------                   -----                                      ----
<S>                          <C>                                    <C>
/s/ WILLIAM R. HUGHES        Senior Vice President and              June 2, 1999
-----------------------      Chief Financial  Officer (Principal
William R. Hughes            Financial and Accounting Officer)



/s/ PETER F. BERNARDONI      Director                               June 2, 1999
-----------------------
Peter F. Bernardoni

                             Director                               June _, 1999
------------------------
Robert F. Byrnes


                             Director                               June _, 1999
------------------------
Benjamin Gerson


/s/ ALAN L. KAGANOV          Director                               June 2, 1999
------------------------
Alan L. Kaganov


/s/ MICHAEL J. STRAUSS       Director                               June 2, 1999
------------------------
Michael J. Strauss
</TABLE>



                                      II-5
<PAGE>   7

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                                 ENDOCARE, INC.



<PAGE>   8
                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
  Exhibit
  Number              Exhibit
  ------              -------
<S>            <C>
    4          Instruments Defining Rights of Stockholders. Reference is made to
               Registrant's Registration Statement No. 000-21958 on Form 8-A,
               and the exhibits thereto, which are incorporated herein by
               reference pursuant to Item 3(b) of this Registration Statement.

    5          Opinion of Brobeck, Phleger & Harrison LLP.

    23.1       Consent of KPMG 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-4 of this
               Registration Statement.

    99.1       Endocare, Inc. 1995 Stock Plan (as amended and restated through
               March 2, 1999).

    99.2       Form of Stock Option Agreement.

    99.3       Endocare, Inc. 1995 Director Option Plan (as amended and restated
               through March 2 1999).

    99.4       Form of Stock Option Agreement (Non-Employee Director - Initial
               Grant).

    99.5       Form of Stock Option Agreement (Non-Employee Director -
               Subsequent Grant).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19621}]
{"company-data": {"conformed-name": "ENDOCARE INC", "cik": "0001003464", "assigned-sic": "3845", "irs-number": "330618093", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79785", "film-number": "99639099"}, "business-address": {"street1": "7 STUDEBAKER", "street2": "STE 134", "city": "IRVINE", "state": "CA", "zip": "92718", "phone": "7144501410"}, "mail-address": {"street1": "7 STUDEBAKER", "street2": "7 STUDEBUKER", "city": "IRVINE", "state": "CA", "zip": "92618"}}
1

     As filed with the Securities and Exchange Commission on June 2, 1999
                                              Registration No. 333-_____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                 ENDOCARE, INC.
               (Exact name of issuer as specified in its charter)

            DELAWARE                                        33-0618093
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

                     7 STUDEBAKER, IRVINE, CALIFORNIA 92618
              (Address of principal executive offices) (Zip Code)

                                 ENDOCARE, INC.
                                 1995 STOCK PLAN
                            1995 DIRECTOR OPTION PLAN
                            (Full title of the plans)

                                  PAUL W. MIKUS
          CHIEF EXECUTIVE OFFICER, PRESIDENT AND CHAIRMAN OF THE BOARD
                                 ENDOCARE, INC.
                                  7 STUDEBAKER
                            IRVINE, CALIFORNIA 92618
                     (Name and address of agent for service)
                                 (949) 595-4770
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Offering
    Title of Securities to be         Amount to be         Price          Aggregate         Amount of
            Registered                Registered(1)       per Share     Offering Price   Registration Fee
=========================================================================================================
1995 Stock Plan                      1,313,000 shares      $4.31        $5,659,030.00      $1,573.21(2)
Common Stock, $0.001 par value

1995 Director Option Plan            150,000 shares        $4.31        $  646,500.00      $  179.73(2)
Common Stock, $0.001 par value
                                                        Aggregate Registration Fee         $1,752.94
=========================================================================================================
(1)     This Registration Statement shall also cover any additional shares of
        Registrant's Common Stock which become issuable under the Registrant's
        1995 Stock Plan and 1995 Director Option Plan by reason of any stock
        dividend, stock split, recapitalization or other similar transaction
        effected without the Registrant's receipt of consideration which results
        in an increase in the number of the Registrant's outstanding shares of
        Common Stock.

(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 the Registrant's Common Stock
        on May 27, 1999, as reported by the Nasdaq SmallCap Market.
2
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

               Endocare, 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, 1998 filed with the SEC on March 31, 1999;

        (b)    The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 1999 filed with the SEC on May 17, 1999; and

        (c)    The Registrant's Registration Statement on Form 10-SB/A filed
               with the SEC on January 5, 1996 pursuant to Section 12 of the
               Securities Exchange Act of 1934, as amended (the "1934 Act"), in
               which there is described the terms, rights and provisions
               applicable to the Registrant's outstanding Common Stock.

               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 Capital Stock

               Inapplicable.

Item 5.  Interests of Named Experts and Counsel

               Inapplicable.

Item 6.  Indemnification of Directors and Officers

               Section 145 of the Delaware Corporation Law provides that a
Delaware corporation may indemnify any person against expenses, judgments, fines
and settlements actually and reasonably incurred by any such person in
connection with a threatened, pending or completed action, suit or proceeding in
which he is involved by reason of the fact that he is or was a director,
officer, employee or agent of such corporation, provided that (i) he acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation and (ii) with respect to any criminal action
or proceeding, he had no reasonable cause to believe his conduct was unlawful.
If the action or suit is by or in the name of the corporation, the corporation
may indemnify any such person against expenses actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation for negligence or
misconduct in the performance of his duty to the corporation, unless and only to
the extent that the Delaware Court

                                      II-1
3
of Chancery or the court in which the action or suit is brought determines upon
application that, despite the adjudication of liability but in view of all of
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.

               The Company's Certificate of Incorporation provides that to the
fullest extent permitted by the Delaware Corporation Law, no director of the
Company shall be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director. The Certificate of
Incorporation also provides that no amendment or repeal of such provision shall
apply to or have any effect on the right to indemnification permitted thereunder
with respect to claims arising from acts or omissions occurring in whole or in
part before the effective date of such amendment or repeal, whether asserted
before or after such amendment or repeal.

        The Company's Bylaws provide that the Company shall to the full extent
authorized by law, indemnify each of its directors and officers against expenses
incurred in connection with any proceeding arising by reason of the fact that
such person is or was an agent of the corporation.

        The Registrant maintains a directors' and officers' liability insurance
policy that, subject to certain limitations, terms and conditions, will insure
the directors and officers of the Registrant against losses arising from
wrongful act (as defined by the policy) in their capacity as a director or
officer.

Item 7.  Exemption from Registration Claimed

               Inapplicable.

Item 8.  Exhibits
Exhibit Number    Exhibit
--------------    -------
4             Instruments Defining Rights of Stockholders. Reference is made
                  to Registrant's Registration Statement on Form 10-SB/A, and
                  the exhibits thereto, which are incorporated herein by
                  reference pursuant to Item 3(c) of this Registration
                  Statement.

    5             Opinion of Brobeck, Phleger & Harrison LLP.

    23.1          Consent of KPMG 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-4 of this
                  Registration Statement.

    99.1          Endocare, Inc. 1995 Stock Plan (as amended and restated
                  through March 2, 1999).

    99.2          Form of Stock Option Agreement.

    99.3          Endocare, Inc. 1995 Director Option Plan (as amended and
                  restated through March 2, 1999).

    99.4          Form of Stock Option Agreement (Non-Employee Director -
                  Initial Grant).

    99.5          Form of Stock Option Agreement (Non-Employee Director -
                  Subsequent Grant).
II-2
4
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, as amended (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 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 the
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 upon the termination of the 1995 Stock Plan or the 1995 Director Option
Plan.

               B. 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.

               C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6
above, or otherwise the Registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the 1933 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, 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 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-3
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 this 2nd day of
June, 1999.

                                       ENDOCARE, INC.

                                       By /s/ PAUL W. MIKUS
                                         ---------------------------------------
                                         Paul W. Mikus
                                         Chief Executive Officer and President

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

               That the undersigned officers and directors of Endocare, Inc., a
Delaware corporation, do hereby constitute and appoint Paul W. Mikus and William
R. Hughes, the lawful attorneys and agents, with full power and authority to do
any and all acts and things and to execute any and all instruments which said
attorney and agent determines 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 regulations 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 thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any 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
----------                   -----                                      ----
/s/ PAUL W. MIKUS            Chief Executive Officer, President,    June 2, 1999
-----------------------      and Chairman of the Board
Paul W. Mikus                (Principal Executive Officer)
II-4
6
Signatures                   Title                                      Date
----------                   -----                                      ----
/s/ WILLIAM R. HUGHES        Senior Vice President and              June 2, 1999
-----------------------      Chief Financial  Officer (Principal
William R. Hughes            Financial and Accounting Officer)

/s/ PETER F. BERNARDONI      Director                               June 2, 1999
-----------------------
Peter F. Bernardoni

                             Director                               June _, 1999
------------------------
Robert F. Byrnes

                             Director                               June _, 1999
------------------------
Benjamin Gerson

/s/ ALAN L. KAGANOV          Director                               June 2, 1999
------------------------
Alan L. Kaganov

/s/ MICHAEL J. STRAUSS       Director                               June 2, 1999
------------------------
Michael J. Strauss
II-5
7

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                                 ENDOCARE, INC.
8
                                  EXHIBIT INDEX
Exhibit
  Number              Exhibit
  ------              -------
4          Instruments Defining Rights of Stockholders. Reference is made to
               Registrant's Registration Statement No. 000-21958 on Form 8-A,
               and the exhibits thereto, which are incorporated herein by
               reference pursuant to Item 3(b) of this Registration Statement.

    5          Opinion of Brobeck, Phleger & Harrison LLP.

    23.1       Consent of KPMG 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-4 of this
               Registration Statement.

    99.1       Endocare, Inc. 1995 Stock Plan (as amended and restated through
               March 2, 1999).

    99.2       Form of Stock Option Agreement.

    99.3       Endocare, Inc. 1995 Director Option Plan (as amended and restated
               through March 2 1999).

    99.4       Form of Stock Option Agreement (Non-Employee Director - Initial
               Grant).

    99.5       Form of Stock Option Agreement (Non-Employee Director -
               Subsequent Grant).