As Filed With the Securities and Exchange Commission on March   , 1997
                                                            Registration No. 333
     --------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                              _________________________

                                       FORM S-8

                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

                             American Electromedics Corp.
     --------------------------------------------------------------------------
                (Exact name of registrant as specified in its charter)

                                       Delaware
     --------------------------------------------------------------------------
            (State or other jurisdiction of incorporation or organization)

                                      04-2608713
     --------------------------------------------------------------------------
                         (I.R.S. employer identification no.)

                              13 Columbia Drive, Suite 18
                               Amherst, New Hampshire                   03031   
     ---------------------------------------------------------------------------
                       (Address of principal executive offices)       (Zip code)

                               Stock Option Agreements
                         1987 Non-Qualified Stock Option Plan
     ---------------------------------------------------------------------------
                              (Full title of the plans)

                           Michael T. Pieniazek, Secretary
                             13 Columbia Drive, Suite 18
                             Amherst, New Hampshire 03031
     --------------------------------------------------------------------------
                       (Name and address of agent for service)

                                    (603) 880-6300
     --------------------------------------------------------------------------
             Telephone number, including area code, of agent for service
                                       Copy to:
                                 Bruce A. Rich, Esq.
                                  Reid & Priest LLP
                                 40 West 57th Street
                                 New York, NY  10019
                                    (212) 603-6780

                           CALCULATION OF REGISTRATION FEE
      =========================================================================
      PROPOSED TITLE                    PROPOSED       PROPOSED
            OF                          MAXIMUM        MAXIMUM
       SECURITIES TO                    OFFERING      AGGREGATE      AMOUNT OF
            BE         AMOUNT TO BE      PRICE         OFFERING    REGISTRATION
        REGISTERED     REGISTERED(1)  PER SHARE(2)      PRICE           FEE
      ------------------------------------------------------------------------
       Common Stock,       66,400        $0.625        $41,500           $
          $.10 par       shares(3)
           value
      ------------------------------------------------------------------------
       Common Stock,       30,000       $1.40625      $42,187.50         $
      $.10 par value     shares(4)
      ------------------------------------------------------------------------
       Common Stock,      300,000        $3.00         $900,000           $
      $.10 par value     shares(5)
      ------------------------------------------------------------------------

           TOTAL          396,400          -         $983,687.50      $298.09
                          shares
      =========================================================================
          (1)  In addition, pursuant to Rule 416(a) under the Securities Act of
     1933, as amended, this Registration Statement also covers any additional
     securities to be offered or issued in connection with a stock split, stock
     dividend or similar transaction.
          (2)  Estimated for the sole purpose of calculating the registration
     fee in accordance with Rule 457(h) under the Securities Act of 1933, as
     amended.
          (3)  Represents shares issuable upon exercise of options granted under
     the 1987 Non-Qualified Stock Option Plan.
          (4)  Represents shares issuable upon exercise of options granted under
     the Stock Option Agreement attached hereto as Exhibit 10.1.
          (5)  Represents shares issuable upon exercise of options granted under
     the Stock Option Agreement attached hereto as Exhibit 10.2.

    <PAGE> 


                             AMERICAN ELECTROMEDICS CORP.


                               STOCK OPTION AGREEMENTS
                         1987 NON-QUALIFIED STOCK OPTION PLAN


                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents are hereby incorporated by reference into this
     Registration Statement, and all documents subsequently filed by American
     Electromedics Corp. (the "Registrant"), with the Securities and Exchange
     Commission (the "Commission"), pursuant to Sections 13(a), 13(c), 14 and
     15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
     Act"), prior to the filing of a post-effective amendment which indicates
     that all securities offered have been sold or which deregisters all
     securities then remaining unsold, shall be deemed to be incorporated by
     reference in this Registration Statement and to be a part hereof from the
     date of filing such documents:

          (a)  The Annual Report of the Registrant on Form 10-KSB for the fiscal
               year ended July 27, 1996 (Commission File No. 0-9922);

          (b)  The Quarterly Reports of the Registrant on Form 10-QSB for the
               fiscal quarter ended October 26, 1996 and the fiscal quarter
               ended January 25, 1997 (Commission File No. 0-9922);

          (c)  The Current Reports of the Registrant on Form 8-K filed on
               November 1, 1996 and November 12, 1996 (Commission File No. 0-
               9922); 

          (d)  The Proxy Statement of the Registrant, dated January 12, 1988
               (Commission File No. 0-9922); and  

          (e)  The description of the Common Stock, $.10 par value per share, of
               the Registrant contained in the Registration Statement on Form 8-
               A of the Registrant, filed with the Commission on September 3,
               1981 (Commission File No. 0-9922).

          Any statement contained in a document 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
     modifies or replaces such statement.  Any such statement shall not be
     deemed to constitute a part of this Registration Statement except as so
     modified or replaced.

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Article VII, Section 7 of the By-laws of the Registrant provide in
     part that the Registrant shall indemnify its directors and officers to the
     fullest extent permitted by the General Corporation Law of the State of
     Delaware (the "DGCL").

          Section 145 of the DGCL permits a corporation, among other things, to
     indemnify any person who was or is 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 (other than an
     action by or in the right of the corporation), by reason of the fact that
     he is or was a director, officer, employee or agent of the corporation, or
     is or was serving at the request of the corporation as a director, officer,
     employee or agent of another corporation, partnership, joint venture, trust
     or other enterprise, against expenses (including attorney's fees),
     judgments, fines and amounts paid in settlement actually and reasonably
     incurred in connection with such action, suit or proceeding if he acted in
     good faith and in a manner he reasonably believed to be in or not opposed
     to the best interests of the corporation, and, with respect to any criminal
     action or proceeding, had no reasonable cause to believe his conduct was
     unlawful.

          A corporation also may indemnify any person who was or is a party or
     is threatened to be made a party to any threatened, pending or completed
     action or suit by or in the right of the corporation to procure a judgment
     in its favor by reason of the fact that he is or was a director, officer,
     employee or agent of the corporation, or is or was serving at the request
     of the corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     expenses (including attorneys' fees) actually and reasonably incurred by
     him in connection with the defense or settlement of such action or suit if
     acted in good faith and in a manner he reasonably believed to be in or not
     opposed to the best interests of the corporation.  However, in such an
     action by or on behalf of a corporation, no indemnification may be made in
     respect of any claim, issue or matter as to which the person is adjudged
     liable to the corporation unless and only to the extent that the court
     determines that, despite the adjudication of liability but in view or all
     the circumstances, the person is fairly and reasonably entitled to
     indemnity for such expenses which the court shall deem proper.

          In addition, the indemnification and advancement of expenses provided
     by or granted pursuant to Section 145 shall not be deemed exclusive of any
     other rights to which those seeking indemnification or advancement of
     expenses may be entitled under any by-law, agreement, vote of stockholders
     or disinterested directors or otherwise, both as to action in his official
     capacity and as to action in another capacity while holding such office.

     ITEM 8.   EXHIBITS.

                    Exhibit No.    Description
                    ----------     -----------

                    5*        Opinion of Reid & Priest LLP

                    10.1*     Stock Option Agreement, dated as of July 18, 1995,
                              between the Registrant and Michael T. Pieniazek

                    10.2*     Stock Option Agreement, dated as of February 5,
                              1997, between the Registrant and Thomas A.
                              Slamecka

                    10.3      1987 Non-Qualified Stock Option Plan, incorporated
                              by reference to the Proxy Statement of the
                              Registrant, dated January 12, 1988 (Commission
                              File No. 0-9922)

                    23.1*     Consent of Ernst & Young LLP, independent public
                              accountants for the Registrant

                    23.2*     Consent of Berry, Dunn, McNeil & Parker (formerly
                              known as Smith, Batchelder & Rugg), independent
                              public accountants for the Registrant

                    23.3*     Consent of Reid & Priest LLP (included in Exhibit
                              5)

                    24*       Power of Attorney (included on the signature page
                              of this registration statement on Form S-8)

                    __________________________

                    *  Filed herewith.


     ITEM 9.   UNDERTAKINGS.

          The Registrant hereby undertakes:

               (a)  To file, during any period in which offers or sales are
          being made, a post-effective amendment to this Registration Statement;

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

               (c)  To reflect in the prospectus any facts or events arising
          after the effective date of the 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 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 and 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
          20 percent change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          Registration Statement;

               (d)  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 (b) and (c) do not apply if the
          Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
          information required to be included in a post-effective amendment by
          those paragraphs is contained in periodic reports filed with or
          furnished to the Commission by the registrant pursuant to Section 13
          or 15(d) of the Exchange Act that are incorporated by reference in the
          Registration Statement;

               (e)  That, for the purpose of determining any liability under the
          Securities 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;

               (f)  To remove from registration by means of a post-effective
          amendment any of the securities that remain unsold at the end of the
          offering;

               (g)  That, for purposes of determining any liability under the
          Securities Act, 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 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; and 

               (h)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the registrant pursuant to the foregoing provisions, or
          otherwise, the registrant has been advised that in the opinion of the
          Commission, such indemnification is against public policy as expressed
          in the Securities Act and is, therefore, unenforceable.  In the event
          that a claim for indemnification against such liabilities (other than
          the payment by the registrant of expenses incurred or paid 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 Securities Act and will be governed by the final
          adjudication of such issue.

    <PAGE>

                                      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 Amherst, State of New Hampshire
     on the 17th day of March, 1997.

                                        AMERICAN ELECTROMEDICS CORP.


                                   By: /s/ Thomas A. Slamecka, Chairman
                                      ----------------------------------
                                             Thomas A. Slamecka, Chairman 

                                  POWER OF ATTORNEY

          Each director and/or officer of the Registrant whose signature appears
     below hereby appoints Thomas A. Slamecka or Michael T. Pieniazek as his
     attorney-in-fact to sign in his name and behalf, in any and all capacities
     stated below and to file with the Commission, any and all amendments,
     including post-effective amendments, to this Registration Statement.

          Pursuant to the requirements of the Securities Act, this Registration
     Statement has been signed by the following persons in the capacities and on
     the dates indicated.

     Signature                     Title                    Date


      /s/ Thomas A. Slamecka       Chairman of the Board
      ------------------------      and Director            March 17, 1997
         Thomas A. Slamecka

      /s/ Michael T. Pieniazek     Chief Financial Officer  March 17, 1997
      ------------------------
         Michael T. Pieniazek

      /s/ Alan Gelband             Director                 March 18, 1997
      ------------------------
         Alan Gelband

      /s/ Kenneth Levy             Director                 March 18, 1997
      ------------------------
         Kenneth Levy

      -------------------------    Director                 March   , 1997
         Marcus R. Rowan

      /s/ Edwin J. Thomas          Director                 March 19, 1997
      -------------------------
         Edwin J. Thomas

       /s/ Joseph Wear             Director                 March 19, 1997
      --------------------------
         Joseph Wear

      /s/ Noel A. Wren             Director                 March 18, 1997
      --------------------------
         Noel A. Wren

    <PAGE> 
                                  INDEX TO EXHIBITS
                             AMERICAN ELECTROMEDICS CORP.
                            -----------------------------



     Exhibit
       No.     Description
     -------   ------------

     5         Opinion of Reid & Priest LLP

     10.1      Stock Option Agreement, dated as of July 18, 1995, between the
               Registrant and Michael T. Pieniazek

     10.2      Stock Option Agreement, dated as of February 5, 1997, between the
               Registrant and Thomas A. Slamecka

     23.1      Consent of Ernst & Young LLP, independent public accountants for
               the Registrant

     23.2      Consent of Berry, Dunn, McNeil & Parker (formerly known as Smith,
               Batchelder & Rugg), independent public accountants for the
               Registrant

     23.3      Consent of Reid & Priest LLP (included in Exhibit 5)

     24        Power of Attorney (included on the signature page of this
               registration statement on Form S-8)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 OF AMERICAN ELECTROMEDICS CORP.", "secsgml_size_bytes": 20321}]
{"company-data": {"conformed-name": "AMERICAN ELECTROMEDICS CORP", "cik": "0000352281", "assigned-sic": "3845", "irs-number": "042608713", "state-of-incorporation": "DE", "fiscal-year-end": "0727"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23741", "film-number": "97560488"}, "business-address": {"street1": "13 COLUMBIA DR STE 18", "city": "AMHERST", "state": "NH", "zip": "03031", "phone": "6038806300"}, "mail-address": {"street1": "13 COLUMBIA DR", "street2": "STE 18", "city": "AMHERST", "state": "NH", "zip": "03031"}}
As Filed With the Securities and Exchange Commission on March   , 1997
                                                            Registration No. 333
     --------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                              _________________________

                                       FORM S-8

                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

                             American Electromedics Corp.
     --------------------------------------------------------------------------
                (Exact name of registrant as specified in its charter)

                                       Delaware
     --------------------------------------------------------------------------
            (State or other jurisdiction of incorporation or organization)

                                      04-2608713
     --------------------------------------------------------------------------
                         (I.R.S. employer identification no.)

                              13 Columbia Drive, Suite 18
                               Amherst, New Hampshire                   03031   
     ---------------------------------------------------------------------------
                       (Address of principal executive offices)       (Zip code)

                               Stock Option Agreements
                         1987 Non-Qualified Stock Option Plan
     ---------------------------------------------------------------------------
                              (Full title of the plans)

                           Michael T. Pieniazek, Secretary
                             13 Columbia Drive, Suite 18
                             Amherst, New Hampshire 03031
     --------------------------------------------------------------------------
                       (Name and address of agent for service)

                                    (603) 880-6300
     --------------------------------------------------------------------------
             Telephone number, including area code, of agent for service
                                       Copy to:
                                 Bruce A. Rich, Esq.
                                  Reid & Priest LLP
                                 40 West 57th Street
                                 New York, NY  10019
                                    (212) 603-6780

                           CALCULATION OF REGISTRATION FEE
      =========================================================================
      PROPOSED TITLE                    PROPOSED       PROPOSED
            OF                          MAXIMUM        MAXIMUM
       SECURITIES TO                    OFFERING      AGGREGATE      AMOUNT OF
            BE         AMOUNT TO BE      PRICE         OFFERING    REGISTRATION
        REGISTERED     REGISTERED(1)  PER SHARE(2)      PRICE           FEE
      ------------------------------------------------------------------------
       Common Stock,       66,400        $0.625        $41,500           $
          $.10 par       shares(3)
           value
      ------------------------------------------------------------------------
       Common Stock,       30,000       $1.40625      $42,187.50         $
      $.10 par value     shares(4)
      ------------------------------------------------------------------------
       Common Stock,      300,000        $3.00         $900,000           $
      $.10 par value     shares(5)
      ------------------------------------------------------------------------

           TOTAL          396,400          -         $983,687.50      $298.09
                          shares
      =========================================================================
          (1)  In addition, pursuant to Rule 416(a) under the Securities Act of
     1933, as amended, this Registration Statement also covers any additional
     securities to be offered or issued in connection with a stock split, stock
     dividend or similar transaction.
          (2)  Estimated for the sole purpose of calculating the registration
     fee in accordance with Rule 457(h) under the Securities Act of 1933, as
     amended.
          (3)  Represents shares issuable upon exercise of options granted under
     the 1987 Non-Qualified Stock Option Plan.
          (4)  Represents shares issuable upon exercise of options granted under
     the Stock Option Agreement attached hereto as Exhibit 10.1.
          (5)  Represents shares issuable upon exercise of options granted under
     the Stock Option Agreement attached hereto as Exhibit 10.2.
AMERICAN ELECTROMEDICS CORP.

                               STOCK OPTION AGREEMENTS
                         1987 NON-QUALIFIED STOCK OPTION PLAN

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents are hereby incorporated by reference into this
     Registration Statement, and all documents subsequently filed by American
     Electromedics Corp. (the "Registrant"), with the Securities and Exchange
     Commission (the "Commission"), pursuant to Sections 13(a), 13(c), 14 and
     15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
     Act"), prior to the filing of a post-effective amendment which indicates
     that all securities offered have been sold or which deregisters all
     securities then remaining unsold, shall be deemed to be incorporated by
     reference in this Registration Statement and to be a part hereof from the
     date of filing such documents:

          (a)  The Annual Report of the Registrant on Form 10-KSB for the fiscal
               year ended July 27, 1996 (Commission File No. 0-9922);

          (b)  The Quarterly Reports of the Registrant on Form 10-QSB for the
               fiscal quarter ended October 26, 1996 and the fiscal quarter
               ended January 25, 1997 (Commission File No. 0-9922);

          (c)  The Current Reports of the Registrant on Form 8-K filed on
               November 1, 1996 and November 12, 1996 (Commission File No. 0-
               9922); 

          (d)  The Proxy Statement of the Registrant, dated January 12, 1988
               (Commission File No. 0-9922); and  

          (e)  The description of the Common Stock, $.10 par value per share, of
               the Registrant contained in the Registration Statement on Form 8-
               A of the Registrant, filed with the Commission on September 3,
               1981 (Commission File No. 0-9922).

          Any statement contained in a document 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
     modifies or replaces such statement.  Any such statement shall not be
     deemed to constitute a part of this Registration Statement except as so
     modified or replaced.

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Article VII, Section 7 of the By-laws of the Registrant provide in
     part that the Registrant shall indemnify its directors and officers to the
     fullest extent permitted by the General Corporation Law of the State of
     Delaware (the "DGCL").

          Section 145 of the DGCL permits a corporation, among other things, to
     indemnify any person who was or is 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 (other than an
     action by or in the right of the corporation), by reason of the fact that
     he is or was a director, officer, employee or agent of the corporation, or
     is or was serving at the request of the corporation as a director, officer,
     employee or agent of another corporation, partnership, joint venture, trust
     or other enterprise, against expenses (including attorney's fees),
     judgments, fines and amounts paid in settlement actually and reasonably
     incurred in connection with such action, suit or proceeding if he acted in
     good faith and in a manner he reasonably believed to be in or not opposed
     to the best interests of the corporation, and, with respect to any criminal
     action or proceeding, had no reasonable cause to believe his conduct was
     unlawful.

          A corporation also may indemnify any person who was or is a party or
     is threatened to be made a party to any threatened, pending or completed
     action or suit by or in the right of the corporation to procure a judgment
     in its favor by reason of the fact that he is or was a director, officer,
     employee or agent of the corporation, or is or was serving at the request
     of the corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     expenses (including attorneys' fees) actually and reasonably incurred by
     him in connection with the defense or settlement of such action or suit if
     acted in good faith and in a manner he reasonably believed to be in or not
     opposed to the best interests of the corporation.  However, in such an
     action by or on behalf of a corporation, no indemnification may be made in
     respect of any claim, issue or matter as to which the person is adjudged
     liable to the corporation unless and only to the extent that the court
     determines that, despite the adjudication of liability but in view or all
     the circumstances, the person is fairly and reasonably entitled to
     indemnity for such expenses which the court shall deem proper.

          In addition, the indemnification and advancement of expenses provided
     by or granted pursuant to Section 145 shall not be deemed exclusive of any
     other rights to which those seeking indemnification or advancement of
     expenses may be entitled under any by-law, agreement, vote of stockholders
     or disinterested directors or otherwise, both as to action in his official
     capacity and as to action in another capacity while holding such office.

     ITEM 8.   EXHIBITS.

                    Exhibit No.    Description
                    ----------     -----------

                    5*        Opinion of Reid & Priest LLP

                    10.1*     Stock Option Agreement, dated as of July 18, 1995,
                              between the Registrant and Michael T. Pieniazek

                    10.2*     Stock Option Agreement, dated as of February 5,
                              1997, between the Registrant and Thomas A.
                              Slamecka

                    10.3      1987 Non-Qualified Stock Option Plan, incorporated
                              by reference to the Proxy Statement of the
                              Registrant, dated January 12, 1988 (Commission
                              File No. 0-9922)

                    23.1*     Consent of Ernst & Young LLP, independent public
                              accountants for the Registrant

                    23.2*     Consent of Berry, Dunn, McNeil & Parker (formerly
                              known as Smith, Batchelder & Rugg), independent
                              public accountants for the Registrant

                    23.3*     Consent of Reid & Priest LLP (included in Exhibit
                              5)

                    24*       Power of Attorney (included on the signature page
                              of this registration statement on Form S-8)

                    __________________________

                    *  Filed herewith.

     ITEM 9.   UNDERTAKINGS.

          The Registrant hereby undertakes:

               (a)  To file, during any period in which offers or sales are
          being made, a post-effective amendment to this Registration Statement;

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

               (c)  To reflect in the prospectus any facts or events arising
          after the effective date of the 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 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 and 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
          20 percent change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          Registration Statement;

               (d)  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 (b) and (c) do not apply if the
          Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
          information required to be included in a post-effective amendment by
          those paragraphs is contained in periodic reports filed with or
          furnished to the Commission by the registrant pursuant to Section 13
          or 15(d) of the Exchange Act that are incorporated by reference in the
          Registration Statement;

               (e)  That, for the purpose of determining any liability under the
          Securities 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;

               (f)  To remove from registration by means of a post-effective
          amendment any of the securities that remain unsold at the end of the
          offering;

               (g)  That, for purposes of determining any liability under the
          Securities Act, 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 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; and 

               (h)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the registrant pursuant to the foregoing provisions, or
          otherwise, the registrant has been advised that in the opinion of the
          Commission, such indemnification is against public policy as expressed
          in the Securities Act and is, therefore, unenforceable.  In the event
          that a claim for indemnification against such liabilities (other than
          the payment by the registrant of expenses incurred or paid 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 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 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 Amherst, State of New Hampshire
     on the 17th day of March, 1997.

                                        AMERICAN ELECTROMEDICS CORP.

                                   By: /s/ Thomas A. Slamecka, Chairman
                                      ----------------------------------
                                             Thomas A. Slamecka, Chairman 

                                  POWER OF ATTORNEY

          Each director and/or officer of the Registrant whose signature appears
     below hereby appoints Thomas A. Slamecka or Michael T. Pieniazek as his
     attorney-in-fact to sign in his name and behalf, in any and all capacities
     stated below and to file with the Commission, any and all amendments,
     including post-effective amendments, to this Registration Statement.

          Pursuant to the requirements of the Securities Act, this Registration
     Statement has been signed by the following persons in the capacities and on
     the dates indicated.

     Signature                     Title                    Date

      /s/ Thomas A. Slamecka       Chairman of the Board
      ------------------------      and Director            March 17, 1997
         Thomas A. Slamecka

      /s/ Michael T. Pieniazek     Chief Financial Officer  March 17, 1997
      ------------------------
         Michael T. Pieniazek

      /s/ Alan Gelband             Director                 March 18, 1997
      ------------------------
         Alan Gelband

      /s/ Kenneth Levy             Director                 March 18, 1997
      ------------------------
         Kenneth Levy

      -------------------------    Director                 March   , 1997
         Marcus R. Rowan

      /s/ Edwin J. Thomas          Director                 March 19, 1997
      -------------------------
         Edwin J. Thomas

       /s/ Joseph Wear             Director                 March 19, 1997
      --------------------------
         Joseph Wear

      /s/ Noel A. Wren             Director                 March 18, 1997
      --------------------------
         Noel A. Wren
INDEX TO EXHIBITS
                             AMERICAN ELECTROMEDICS CORP.
                            -----------------------------

     Exhibit
       No.     Description
     -------   ------------

     5         Opinion of Reid & Priest LLP

     10.1      Stock Option Agreement, dated as of July 18, 1995, between the
               Registrant and Michael T. Pieniazek

     10.2      Stock Option Agreement, dated as of February 5, 1997, between the
               Registrant and Thomas A. Slamecka

     23.1      Consent of Ernst & Young LLP, independent public accountants for
               the Registrant

     23.2      Consent of Berry, Dunn, McNeil & Parker (formerly known as Smith,
               Batchelder & Rugg), independent public accountants for the
               Registrant

     23.3      Consent of Reid & Priest LLP (included in Exhibit 5)

     24        Power of Attorney (included on the signature page of this
               registration statement on Form S-8)