<PAGE>   1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 1998
                                                     REGISTRATION NO. 333-
===============================================================================



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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

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

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


                          CARDIAC PATHWAYS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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


         DELAWARE                                    77-0278793
------------------------               -----------------------------------
 (STATE OF INCORPORATION               (I.R.S. EMPLOYER IDENTIFICATION NO.)

                               995 BENECIA AVENUE
                           SUNNYVALE, CALIFORNIA 94086
   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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


                       1998 NONSTATUTORY STOCK OPTION PLAN
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                            1996 DIRECTOR OPTION PLAN
                                 1991 STOCK PLAN
                            (FULL TITLE OF THE PLAN)

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


                               WILLIAM N. STARLING
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          CARDIAC PATHWAYS CORPORATION
                               995 BENECIA AVENUE
                           SUNNYVALE, CALIFORNIA 94086
                                 (408) 737-0505
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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


                                   COPIES TO:
                             CHRIS F. FENNELL, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (650) 493-9300
                      ------------------------------------

<PAGE>   2
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                                           Proposed           Proposed
                                                                            Maximum           Maximum           Amount of
                 Title of Each Class of             Amount to be          Offering Price      Aggregate        Registration
               Securities to be Registered          Registered              Per Share       Offering Price        Fee
---------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                         <C>              <C>                <C>                
Common Stock, $0.001 par value (1)..........     720,000 shares (2)        $ 4.625(3)        $3,330,000        $  926.00
Common Stock, $0.001 par value (1)..........   1,900,000 shares (4)        $ 3.931(5)        $7,469,375        $2,077.00
===========================================================================================================================
TOTAL                                                                                                          $3,003.00
===========================================================================================================================
</TABLE>
(1)     Includes Preferred Share Purchase Rights which, prior to the occurrence
        of certain events, will not be exercisable or evidenced separately from
        the Common Stock.

(2)     This subtotal represents the number of shares being registered pursuant
        to this Registration Statement which are issuable upon exercise of
        options that have not yet been granted under the 1998 Nonstatutory Stock
        Option Plan, the 1996 Director Option Plan and the 1991 Stock Plan as of
        the date of this Registration Statement. Of the total of 720,000 shares
        that will be issuable upon the exercise of such options to be granted in
        the future, 400,000 shares will be issuable upon exercise of options to
        be granted in the future under the 1998 Nonstatutory Stock Option Plan,
        20,000 shares will be issuable upon exercise of options to be granted in
        the future under the 1996 Director Option Plan and 300,000 shares will
        be issuable upon exercise of options to be granted in the future under
        the 1991 Stock Plan.

(3)     Estimated in accordance with Rule 457(h) solely for the purpose of
        computing the amount of the registration fee. Computation based upon the
        average of the high and low prices for the Common Stock as reported by
        The Nasdaq National Market on December 15, 1998.

(4)     This subtotal represents the number of shares being registered pursuant
        to this Registration Statement which are the maximum number of shares 
        authorized to be issued under the 1998 Employee Stock Purchase Plan.

(5)     Estimated in accordance with Rule 457(h) under the Securities Act of
        1933 solely for the purpose of calculating the total registration fee.
        Computation based upon 85% (see explanation in following sentence) of
        the average of the high and low prices of the Common Stock as reported
        by The Nasdaq National Market on December 15, 1998. Pursuant to the 1998
        Employee Stock Purchase Plan, which plan is incorporated by reference
        herein, the purchase price of a share of Common Stock shall be an amount
        equal to 85% of the Fair Market Value of a share of Common Stock on the
        Enrollment Date or the Exercise Date (as defined in such Plan),
        whichever is lower.


<PAGE>   3

                          CARDIAC PATHWAYS CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8
                                        
                                    PART II
                                        
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission:

     (1)  The Registrant's Annual Report on Form 10-K for the year ended June
30, 1998 filed pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), on September 25, 1998.

     (2)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998 filed pursuant to Section 13 of the Exchange Act on November
6, 1998.

     (3)  The Registrant's Proxy Statement dated October 28, 1998 relating to
the Registrant's 1998 Annual Meeting of Stockholders.

     (4)  The description of the Common Stock of the Company that is contained
in the Registration Statement on Form 8-A filed April 27, 1996 pursuant to
Section 12(g) of the Exchange Act and declared effective on June 12, 1996.

     (5)  The description of the Registrant's Preferred Share Purchase Rights
contained in the Registrant's Registration Statement on Form 8-A filed May 15,
1997 pursuant to Section 12(g) of the Exchange Act.

     (6)  With respect to the 1991 Stock Option Plan and the 1996 Director
Option Plan, the contents of the Registration Statements (Reg. Nos. 333-07629
and 333-38049) as filed with the Commission on July 3, 1996 and October 16,
1997, respectively.

     (7)  All documents filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act on or 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 part hereof from the date of
filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

                                      II-1
                                     
<PAGE>   4
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a corporation will not be personally liable for monetary
damages for breach of their fiduciary duties as directors, except for liability
(i) for any breach of their duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemption as provided in
section 174 of the Delaware General Corporation Law, or (v) for any transaction
from which the director derived an improper personal benefit.

     The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers and may indemnify its employees and other agents to the
fullest extent permitted by law. The Registrant believes that indemnification
under its Bylaws covers at least negligence and gross negligence on the part of
indemnified parties. The Registrant's Bylaws also permit the Registrant to
secure insurance on behalf of any officer, director, and employee or other
agents for any liability arising out of his or her actions in such capacity,
regardless of whether the Registrant would have the power to indemnify him or
her against such liability under the General Corporation Law of Delaware. The
Registrant currently has secured such insurance on behalf of its officers and
directors.

     The Registrant has entered into agreements to indemnify its directors and
officers, in addition to indemnification provided for in the Registrant's
Bylaws. Subject to certain conditions, these agreements, among other things,
indemnify the Registrant's directors and officers for certain expenses
(including attorney's fees), judgments, fines and settlement amounts incurred by
any such person in any action or proceeding, including any action by or in the
right of the Registrant, arising out of such person's services as a director or
officer of the Registrant, any subsidiary of the Registrant or any other company
or enterprise to which the person provides services at the request of the
Registrant.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.
<TABLE>
<CAPTION>
                        Exhibit
                        Number   Document
                        ------   --------

                        <S>      <C>                                                             
                        4.1      1998 Nonstatutory Stock Option Plan and form of Option Agreement
                                 thereunder.

                        4.2      1998 Employee Stock Purchase Plan and form of Subscription Agreement
                                 thereunder.

                        4.3      1991 Stock Plan, as amended.

                        4.4      1996 Director Option Plan, as amended.

                        5.1      Opinion of Wilson Sonsini Goodrich & Rosati, a Professional Corporation.

                        23.1     Consent of Ernst & Young LLP, Independent Auditors.

                        23.2     Consent of Counsel (contained in Exhibit 5.1).

                        24.1     Power of Attorney (see page II-4).
</TABLE>


                                      II-2
<PAGE>   5
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 to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

          (2)  That, for 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 the
termination of the offering.

     B.   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, (the
"Securities Act") each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) 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 may be permitted to directors, officers and controlling persons
of the Company pursuant to the Delaware General Corporation Law, the Articles of
Incorporation of the Company, the Bylaws of the Company, indemnification
agreements entered into between the Company and its officers and directors or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities and Exchange Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Company in successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Cardiac Pathways Corporation, a corporation organized and existing
under the laws of the State of Delaware, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of
California, on this 17th day of December, 1998.


                         CARDIAC PATHWAYS CORPORATION



                         By:    /s/ William N. Starling
                               ------------------------------------------------
                               William N. Starling,
                               President and Chief Executive Officer
                               (Principal Executive Officer)



                                      II-3
<PAGE>   6


                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, William
N. Starling and G. Michael Latta as his or her attorneys-in-fact, each with the
power of substitution, for him or her in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 (including post-effective
amendments), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.



        PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>

                SIGNATURE                                                        TITLE                           DATE
                ---------                                                        -----                           ----
<S>                                                                  <C>                                      <C> 

/s/ William N. Starling                                                                                       
------------------------------------------------------------------   President, Chief Executive               December 17, 1998
(William N. Starling)                                                  Officer and Director
                                                                       (Principal Executive
                                                                       Officer)
/s/ G. Michael Latta                                                                                          
------------------------------------------------------------------   Vice President and Chief                 December 17, 1998
(G. Michael Latta)                                                    Financial Officer (Principal
                                                                      Financial and Accounting
                                                                      Officer)
/s/ Michael L. Eagle                                                  
------------------------------------------------------------------    
(Michael L. Eagle)                                                    Director                                December 17, 1998

/s/ Thomas J. Fogarty, M.D.                                           
------------------------------------------------------------------    Director                                December 17, 1998
(Thomas J. Fogarty, M.D.)

/s/ Glendon E. French                                                 
------------------------------------------------------------------    Director                                December 17, 1998
(Glendon E. French)

/s/ Joseph P. Ilvento, M.D.                                           
------------------------------------------------------------------    Director                                December 17, 1998
(Joseph P. Ilvento, M.D.)

/s/ Louis G. Lange, M.D.                                                                      
------------------------------------------------------------------    Director                                December 17, 1998
(Louis G. Lange, M.D.)

</TABLE>

                                      II-4
<PAGE>   7



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



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

                                    EXHIBITS

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


                       Registration Statement on Form S-8

                          Cardiac Pathways Corporation

                                December 17, 1998



<PAGE>   8
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                          EXHIBIT
       ------                          -------
        <S>      <C>                                                        
         4.1     1998 Nonstatutory Stock Option Plan and form of Option
                 Agreement thereunder.
         4.2     1998 Employee Stock Purchase Plan and form of Subscription
                 Agreement thereunder.
         4.3     1991 Stock Plan, as amended.
         4.4     1996 Director Option Plan, as amended.
         5.1     Opinion of Wilson Sonsini Goodrich & Rosati, a
                 Professional Corporation.
        23.1     Consent of Ernst & Young LLP, Independent Auditors.
        23.2     Consent of Counsel (contained in Exhibit 5.1).
        24.1     Power of Attorney (see page II-4).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21056}]
{"company-data": {"conformed-name": "CARDIAC PATHWAYS CORP", "cik": "0001012367", "assigned-sic": "3845", "irs-number": "770278793", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69095", "film-number": "98771152"}, "business-address": {"street1": "955 BENECIA AVE", "street2": "CARDIAC PATHWAYS CORP", "city": "SUNNYVALE", "state": "CA", "zip": "94086", "phone": "4087370505"}, "mail-address": {"street1": "955 BENICIA AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94086"}}
1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 1998
                                                     REGISTRATION NO. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                          CARDIAC PATHWAYS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

         DELAWARE                                    77-0278793
------------------------               -----------------------------------
 (STATE OF INCORPORATION               (I.R.S. EMPLOYER IDENTIFICATION NO.)

                               995 BENECIA AVENUE
                           SUNNYVALE, CALIFORNIA 94086
   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

                       1998 NONSTATUTORY STOCK OPTION PLAN
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                            1996 DIRECTOR OPTION PLAN
                                 1991 STOCK PLAN
                            (FULL TITLE OF THE PLAN)

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

                               WILLIAM N. STARLING
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          CARDIAC PATHWAYS CORPORATION
                               995 BENECIA AVENUE
                           SUNNYVALE, CALIFORNIA 94086
                                 (408) 737-0505
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                                   COPIES TO:
                             CHRIS F. FENNELL, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94304
                                 (650) 493-9300
                      ------------------------------------
2
                         CALCULATION OF REGISTRATION FEE
Proposed           Proposed
                                                                            Maximum           Maximum           Amount of
                 Title of Each Class of             Amount to be          Offering Price      Aggregate        Registration
               Securities to be Registered          Registered              Per Share       Offering Price        Fee
---------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value (1)..........     720,000 shares (2)        $ 4.625(3)        $3,330,000        $  926.00
Common Stock, $0.001 par value (1)..........   1,900,000 shares (4)        $ 3.931(5)        $7,469,375        $2,077.00
===========================================================================================================================
TOTAL                                                                                                          $3,003.00
===========================================================================================================================
(1)     Includes Preferred Share Purchase Rights which, prior to the occurrence
        of certain events, will not be exercisable or evidenced separately from
        the Common Stock.

(2)     This subtotal represents the number of shares being registered pursuant
        to this Registration Statement which are issuable upon exercise of
        options that have not yet been granted under the 1998 Nonstatutory Stock
        Option Plan, the 1996 Director Option Plan and the 1991 Stock Plan as of
        the date of this Registration Statement. Of the total of 720,000 shares
        that will be issuable upon the exercise of such options to be granted in
        the future, 400,000 shares will be issuable upon exercise of options to
        be granted in the future under the 1998 Nonstatutory Stock Option Plan,
        20,000 shares will be issuable upon exercise of options to be granted in
        the future under the 1996 Director Option Plan and 300,000 shares will
        be issuable upon exercise of options to be granted in the future under
        the 1991 Stock Plan.

(3)     Estimated in accordance with Rule 457(h) solely for the purpose of
        computing the amount of the registration fee. Computation based upon the
        average of the high and low prices for the Common Stock as reported by
        The Nasdaq National Market on December 15, 1998.

(4)     This subtotal represents the number of shares being registered pursuant
        to this Registration Statement which are the maximum number of shares 
        authorized to be issued under the 1998 Employee Stock Purchase Plan.

(5)     Estimated in accordance with Rule 457(h) under the Securities Act of
        1933 solely for the purpose of calculating the total registration fee.
        Computation based upon 85% (see explanation in following sentence) of
        the average of the high and low prices of the Common Stock as reported
        by The Nasdaq National Market on December 15, 1998. Pursuant to the 1998
        Employee Stock Purchase Plan, which plan is incorporated by reference
        herein, the purchase price of a share of Common Stock shall be an amount
        equal to 85% of the Fair Market Value of a share of Common Stock on the
        Enrollment Date or the Exercise Date (as defined in such Plan),
        whichever is lower.
3

                          CARDIAC PATHWAYS CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8
                                        
                                    PART II
                                        
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission:

     (1)  The Registrant's Annual Report on Form 10-K for the year ended June
30, 1998 filed pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), on September 25, 1998.

     (2)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998 filed pursuant to Section 13 of the Exchange Act on November
6, 1998.

     (3)  The Registrant's Proxy Statement dated October 28, 1998 relating to
the Registrant's 1998 Annual Meeting of Stockholders.

     (4)  The description of the Common Stock of the Company that is contained
in the Registration Statement on Form 8-A filed April 27, 1996 pursuant to
Section 12(g) of the Exchange Act and declared effective on June 12, 1996.

     (5)  The description of the Registrant's Preferred Share Purchase Rights
contained in the Registrant's Registration Statement on Form 8-A filed May 15,
1997 pursuant to Section 12(g) of the Exchange Act.

     (6)  With respect to the 1991 Stock Option Plan and the 1996 Director
Option Plan, the contents of the Registration Statements (Reg. Nos. 333-07629
and 333-38049) as filed with the Commission on July 3, 1996 and October 16,
1997, respectively.

     (7)  All documents filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act on or 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 part hereof from the date of
filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

                                      II-1
4
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a corporation will not be personally liable for monetary
damages for breach of their fiduciary duties as directors, except for liability
(i) for any breach of their duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemption as provided in
section 174 of the Delaware General Corporation Law, or (v) for any transaction
from which the director derived an improper personal benefit.

     The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers and may indemnify its employees and other agents to the
fullest extent permitted by law. The Registrant believes that indemnification
under its Bylaws covers at least negligence and gross negligence on the part of
indemnified parties. The Registrant's Bylaws also permit the Registrant to
secure insurance on behalf of any officer, director, and employee or other
agents for any liability arising out of his or her actions in such capacity,
regardless of whether the Registrant would have the power to indemnify him or
her against such liability under the General Corporation Law of Delaware. The
Registrant currently has secured such insurance on behalf of its officers and
directors.

     The Registrant has entered into agreements to indemnify its directors and
officers, in addition to indemnification provided for in the Registrant's
Bylaws. Subject to certain conditions, these agreements, among other things,
indemnify the Registrant's directors and officers for certain expenses
(including attorney's fees), judgments, fines and settlement amounts incurred by
any such person in any action or proceeding, including any action by or in the
right of the Registrant, arising out of such person's services as a director or
officer of the Registrant, any subsidiary of the Registrant or any other company
or enterprise to which the person provides services at the request of the
Registrant.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.
Exhibit
                        Number   Document
                        ------   --------
4.1      1998 Nonstatutory Stock Option Plan and form of Option Agreement
                                 thereunder.

                        4.2      1998 Employee Stock Purchase Plan and form of Subscription Agreement
                                 thereunder.

                        4.3      1991 Stock Plan, as amended.

                        4.4      1996 Director Option Plan, as amended.

                        5.1      Opinion of Wilson Sonsini Goodrich & Rosati, a Professional Corporation.

                        23.1     Consent of Ernst & Young LLP, Independent Auditors.

                        23.2     Consent of Counsel (contained in Exhibit 5.1).

                        24.1     Power of Attorney (see page II-4).
II-2
5
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 to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

          (2)  That, for 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 the
termination of the offering.

     B.   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, (the
"Securities Act") each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) 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 may be permitted to directors, officers and controlling persons
of the Company pursuant to the Delaware General Corporation Law, the Articles of
Incorporation of the Company, the Bylaws of the Company, indemnification
agreements entered into between the Company and its officers and directors or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities and Exchange Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Company in successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Cardiac Pathways Corporation, a corporation organized and existing
under the laws of the State of Delaware, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of
California, on this 17th day of December, 1998.

                         CARDIAC PATHWAYS CORPORATION

                         By:    /s/ William N. Starling
                               ------------------------------------------------
                               William N. Starling,
                               President and Chief Executive Officer
                               (Principal Executive Officer)

                                      II-3
6

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, William
N. Starling and G. Michael Latta as his or her attorneys-in-fact, each with the
power of substitution, for him or her in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 (including post-effective
amendments), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.

        PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE                                                        TITLE                           DATE
                ---------                                                        -----                           ----
/s/ William N. Starling                                                                                       
------------------------------------------------------------------   President, Chief Executive               December 17, 1998
(William N. Starling)                                                  Officer and Director
                                                                       (Principal Executive
                                                                       Officer)
/s/ G. Michael Latta                                                                                          
------------------------------------------------------------------   Vice President and Chief                 December 17, 1998
(G. Michael Latta)                                                    Financial Officer (Principal
                                                                      Financial and Accounting
                                                                      Officer)
/s/ Michael L. Eagle                                                  
------------------------------------------------------------------    
(Michael L. Eagle)                                                    Director                                December 17, 1998

/s/ Thomas J. Fogarty, M.D.                                           
------------------------------------------------------------------    Director                                December 17, 1998
(Thomas J. Fogarty, M.D.)

/s/ Glendon E. French                                                 
------------------------------------------------------------------    Director                                December 17, 1998
(Glendon E. French)

/s/ Joseph P. Ilvento, M.D.                                           
------------------------------------------------------------------    Director                                December 17, 1998
(Joseph P. Ilvento, M.D.)

/s/ Louis G. Lange, M.D.                                                                      
------------------------------------------------------------------    Director                                December 17, 1998
(Louis G. Lange, M.D.)
II-4
7

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS

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

                       Registration Statement on Form S-8

                          Cardiac Pathways Corporation

                                December 17, 1998
8
                                INDEX TO EXHIBITS
EXHIBIT
       NUMBER                          EXHIBIT
       ------                          -------
4.1     1998 Nonstatutory Stock Option Plan and form of Option
                 Agreement thereunder.
         4.2     1998 Employee Stock Purchase Plan and form of Subscription
                 Agreement thereunder.
         4.3     1991 Stock Plan, as amended.
         4.4     1996 Director Option Plan, as amended.
         5.1     Opinion of Wilson Sonsini Goodrich & Rosati, a
                 Professional Corporation.
        23.1     Consent of Ernst & Young LLP, Independent Auditors.
        23.2     Consent of Counsel (contained in Exhibit 5.1).
        24.1     Power of Attorney (see page II-4).