<PAGE>   1
     As filed with the Securities and Exchange Commission on August 11, 2000
                                                      Registration No. 333-_____

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                     AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

                DELAWARE                                 13-4018241
     (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                  Identification No.)

          10700 BREN ROAD WEST
         MINNETONKA, MINNESOTA                              55343
(Address of Principal Executive Offices)                 (Zip Code)


                             ----------------------
                     AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                                       AND
                           2000 EQUITY INCENTIVE PLAN
                            (Full title of the plans)
                             ----------------------
                                DOUGLAS W. KOHRS
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                     AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
                              10700 BREN ROAD WEST
                              MINNETONKA, MN 55343
                                 (952) 933-4666
                      (Name, address and telephone number,
                   including area code, of agent for service)
                             ----------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================== =============== =========================== ============================ =================
 TITLE OF SECURITIES TO     AMOUNT TO BE   PROPOSED MAXIMUM OFFERING   PROPOSED MAXIMUM AGGREGATE      AMOUNT OF
      BE REGISTERED        REGISTERED (1)      PRICE PER UNIT (2)          OFFERING PRICE (2)       REGISTRATION FEE
-------------------------- --------------- --------------------------- ---------------------------- -----------------
<S>                        <C>             <C>                         <C>                          <C>
Voting Common Stock          4,011,750               $4.88                     $19,578,228               $5,200
 par value $.01 per share
========================== =============== =========================== ============================ =================
</TABLE>

(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
     "Securities Act") this Registration Statement also covers an indeterminate
     number of additional shares as may be issued as a result of anti-dilution
     provisions contained in the plans.

(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee and calculated pursuant to Rule 457(h) under the
     Securities Act as follows: (i) with respect to options to purchase shares
     previously granted under the plan, on the basis of the aggregate exercise
     price of such option grants, and (ii) with respect to options to be granted
     under the plan, on the basis of the initial public offering price of
     $13.00.

<PAGE>   2

                                     PART I

                              INFORMATION REQUIRED
                         IN THE SECTION 10(A) PROSPECTUS

         The documents containing the information specified in Part I on Form
S-8 will be sent or given to participants in the plans as specified by Rule
428(b)(1) under the Securities Act.

                                     PART II

                              INFORMATION REQUIRED
                          IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by American Medical Systems Holdings,
Inc. (the "Registrant" or the "Company") with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this Registration
Statement:

         (1)  The Company's Registration Statement (File No. 333-37488) on Form
              S-1, together with all amendments thereto, which was declared
              effective by the Commission on August 10, 2000; and

         (2)  The Company's prospectus filed with the Commission on August 11,
              2000 pursuant to Rule 424(b) promulgated under the Securities Act,
              in connection with the Company's Registration Statement on Form
              S-1 (File No. 333-37488), in which there is set forth the audited
              financial statements for the Company's fiscal years ended December
              31, 1998 and 1999.

         (3)  The description of the Company's voting common stock contained in
              its Registration Statement on Form 8-A filed with the Commission
              on May 31, 2000 under the Exchange Act, including any amendments
              or reports filed for the purpose of updating such description.

         All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered pursuant to this Registration Statement have been sold or
that deregisters all shares of Common Stock 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 of such documents.

         The Company's financial statements incorporated by reference in this
Registration Statement have been audited by Ernst & Young LLP, KPMG LLP and
PricewaterhouseCoopers LLP, independent auditors, for the periods indicated in
their respective reports which are included in the Company's Registration
Statement on Form S-1. The financial statements have been incorporated herein by
reference in reliance on the reports of Ernst & Young LLP, KPMG LLP and
PricewaterhouseCoopers LLP, given on the authority of such firms as experts in
accounting and auditing. To the extent that Ernst & Young LLP audits and reports
on the financial statements of the Company issued at future dates, and consents
to the use of their reports thereon, such financial statements also will be
incorporated by reference in this Registration Statement in reliance upon their
report and said authority as experts.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The Company's Common Stock to be offered pursuant to this Registration
Statement has been registered under Section 12 of the Exchange Act as described
in Item 3 of this Part II.


                                       2
<PAGE>   3

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Delaware Law and the Company's Amended and Restated Certificate of
Incorporation provide that the Company shall, under certain circumstances,
indemnify any director, officer, employee or agent of the Company made or
threatened to be made a party to a proceeding, by reason of the former or
present official capacity of the person, against judgments, penalties, fines,
settlements and reasonable expenses including attorney's fees, incurred by the
person in connection with the proceeding if certain statutory standards are met.
Any such person is also entitled, subject to certain limitations, to payment or
reimbursement of reasonable expenses in advance of the final disposition of the
proceeding. A "proceeding" means a threatened, pending or completed civil,
criminal, administrative, arbitration or investigative proceeding, including one
by or in the right of the Company. Reference is made to Section 145 of the
Delaware General Corporate Law for a full statement of these indemnification
rights.

         The Company also maintains a directors and officers insurance policy
pursuant to which directors and officers of the Company are insured against
liability for certain actions in their capacity as directors and officers.

ITEM 7.  EXEMPTIONS FROM REGISTRATION CLAIMED.

         No securities are to be reoffered or resold pursuant to this
Registration Statement.

ITEM 8.  EXHIBITS.

EXHIBIT NO.

5.1           Opinion of Oppenheimer Wolff & Donnelly LLP (filed herewith
              electronically).

23.1          Consent of Ernst & Young LLP (filed herewith electronically).

23.2          Consent of KPMG LLP (filed herewith electronically).

23.3          Consent of PricewaterhouseCoopers LLP (filed herewith
              electronically).

23.4          Consent of Oppenheimer Wolff & Donnelly LLP (included in Exhibit
              5.1).

24.1          Power of Attorney (included on page 5 to this Registration
              Statement).

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;

                      (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 hereof) which,
                               individually or in the aggregate, represent a
                               fundamental change in the information set forth
                               in this Registration Statement. Notwithstanding
                               the foregoing, any increase or decrease in volume
                               of



                                       3
<PAGE>   4

                               securities offered (if the total dollar value of
                               securities offered would not exceed that which
                               was registered) and any deviation from the low or
                               high end of the estimated maximum offering range
                               may be reflected in the form of prospectus filed
                               with the Commission pursuant to Rule 424(b) under
                               the Securities Act if, in the aggregate, the
                               changes in volume and price represent no more
                               than a 20 percent change in the maximum aggregate
                               offering price set forth in the "Calculation of
                               Registration Fee" table in the effective
                               Registration Statement;

                      (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 paragraphs (a)(1)(i) and
                      (a)(1)(ii) above do not apply if 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 Section 15(d) of the Exchange Act that are
                      incorporated by reference in this Registration Statement.

              (2)     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.

              (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, each filing of
              the Registrant's annual report pursuant to Section 13(a) or
              Section 15(d) of the Exchange Act (and where applicable, each
              filing of an employee benefit plan's annual report pursuant to
              Section 15(d) of the Exchange Act) that is incorporated by
              reference in this Registration Statement shall be deemed to be a
              new registration statement relating to the securities offered
              therein, and the offering of such securities at that time shall be
              deemed to be the initial bona fide offering thereof.

     (c)      Insofar as indemnification for liabilities arising under the
              Securities Act 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 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 Securities Act and will be governed by
              the final adjudication of such issue.



                                       4
<PAGE>   5


                                   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 of 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 Minnetonka, State of Minnesota, on August 11, 2000.

                                     AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.

                                     By: /s/ Douglas W. Kohrs
                                        ----------------------------------------
                                        Douglas W. Kohrs
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Douglas
W. Kohrs and Gregory J. Melsen, and each of them, his or her true and lawful
attorney-in-fact and agent with full powers of substitution and resubstitution,
for and in his or her name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on August 11, 2000 by the following persons in the
capacities indicated.

<TABLE>
<CAPTION>
SIGNATURE                                                     TITLE
---------                                                     -----
<S>                                                          <C>
/s/ Douglas W. Kohrs                                         President and Chief Executive Officer and
-----------------------------------------------------
Douglas W. Kohrs                                             Director (Principal Executive Officer)

/s/ Gregory J. Melsen                                        Vice President - Finance, Chief Financial Officer
-----------------------------------------------------
Gregory J. Melsen                                            (Principal Financial and Accounting Officer)

/s/ Richard B. Emmitt
-----------------------------------------------------
Richard B. Emmitt                                            Director

/s/ Christopher H. Porter, Ph.D.
-----------------------------------------------------
Christopher H. Porter, Ph. D.                                Director

/s/ David W. Stassen
-----------------------------------------------------
David W. Stassen                                             Director

/s/ James T. Treace
-----------------------------------------------------
James T. Treace                                              Director

/s/ Elizabeth H. Weatherman
-----------------------------------------------------
Elizabeth H. Weatherman                                      Director

</TABLE>

                                       5

<PAGE>   6


                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
  NO.                              ITEM                                    METHOD OF FILING
  ---                              ----                                    ----------------
<S>       <C>                                                      <C>

5.1       Opinion of Oppenheimer Wolff & Donnelly LLP..............Filed herewith electronically.

23.1      Consent of Ernst & Young LLP.............................Filed herewith electronically.

23.2      Consent of KPMG LLP......................................Filed herewith electronically.

23.3      Consent of PricewaterhouseCoopers LLP....................Filed herewith electronically.

23.4      Consent of Oppenheimer Wolff & Donnelly LLP..............Included in Exhibit 5.1.

24.1      Power of Attorney........................................Included on page 5 of this Registration Statement.

</TABLE>




                                       6
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19656}]
{"company-data": {"conformed-name": "AMERICAN MEDICAL SYSTEMS HOLDINGS INC", "cik": "0001114200", "assigned-sic": "3842", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43536", "film-number": "693279"}, "business-address": {"street1": "10700 BREN ROAD WEST", "city": "MINNETONKA", "state": "MN", "zip": "55343", "phone": "9529334666"}}
1
     As filed with the Securities and Exchange Commission on August 11, 2000
                                                      Registration No. 333-_____

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                     AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

                DELAWARE                                 13-4018241
     (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                  Identification No.)

          10700 BREN ROAD WEST
         MINNETONKA, MINNESOTA                              55343
(Address of Principal Executive Offices)                 (Zip Code)

                             ----------------------
                     AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                                       AND
                           2000 EQUITY INCENTIVE PLAN
                            (Full title of the plans)
                             ----------------------
                                DOUGLAS W. KOHRS
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                     AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
                              10700 BREN ROAD WEST
                              MINNETONKA, MN 55343
                                 (952) 933-4666
                      (Name, address and telephone number,
                   including area code, of agent for service)
                             ----------------------

                         CALCULATION OF REGISTRATION FEE
========================== =============== =========================== ============================ =================
 TITLE OF SECURITIES TO     AMOUNT TO BE   PROPOSED MAXIMUM OFFERING   PROPOSED MAXIMUM AGGREGATE      AMOUNT OF
      BE REGISTERED        REGISTERED (1)      PRICE PER UNIT (2)          OFFERING PRICE (2)       REGISTRATION FEE
-------------------------- --------------- --------------------------- ---------------------------- -----------------
Voting Common Stock          4,011,750               $4.88                     $19,578,228               $5,200
 par value $.01 per share
========================== =============== =========================== ============================ =================
(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
     "Securities Act") this Registration Statement also covers an indeterminate
     number of additional shares as may be issued as a result of anti-dilution
     provisions contained in the plans.

(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee and calculated pursuant to Rule 457(h) under the
     Securities Act as follows: (i) with respect to options to purchase shares
     previously granted under the plan, on the basis of the aggregate exercise
     price of such option grants, and (ii) with respect to options to be granted
     under the plan, on the basis of the initial public offering price of
     $13.00.
2

                                     PART I

                              INFORMATION REQUIRED
                         IN THE SECTION 10(A) PROSPECTUS

         The documents containing the information specified in Part I on Form
S-8 will be sent or given to participants in the plans as specified by Rule
428(b)(1) under the Securities Act.

                                     PART II

                              INFORMATION REQUIRED
                          IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by American Medical Systems Holdings,
Inc. (the "Registrant" or the "Company") with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this Registration
Statement:

         (1)  The Company's Registration Statement (File No. 333-37488) on Form
              S-1, together with all amendments thereto, which was declared
              effective by the Commission on August 10, 2000; and

         (2)  The Company's prospectus filed with the Commission on August 11,
              2000 pursuant to Rule 424(b) promulgated under the Securities Act,
              in connection with the Company's Registration Statement on Form
              S-1 (File No. 333-37488), in which there is set forth the audited
              financial statements for the Company's fiscal years ended December
              31, 1998 and 1999.

         (3)  The description of the Company's voting common stock contained in
              its Registration Statement on Form 8-A filed with the Commission
              on May 31, 2000 under the Exchange Act, including any amendments
              or reports filed for the purpose of updating such description.

         All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered pursuant to this Registration Statement have been sold or
that deregisters all shares of Common Stock 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 of such documents.

         The Company's financial statements incorporated by reference in this
Registration Statement have been audited by Ernst & Young LLP, KPMG LLP and
PricewaterhouseCoopers LLP, independent auditors, for the periods indicated in
their respective reports which are included in the Company's Registration
Statement on Form S-1. The financial statements have been incorporated herein by
reference in reliance on the reports of Ernst & Young LLP, KPMG LLP and
PricewaterhouseCoopers LLP, given on the authority of such firms as experts in
accounting and auditing. To the extent that Ernst & Young LLP audits and reports
on the financial statements of the Company issued at future dates, and consents
to the use of their reports thereon, such financial statements also will be
incorporated by reference in this Registration Statement in reliance upon their
report and said authority as experts.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The Company's Common Stock to be offered pursuant to this Registration
Statement has been registered under Section 12 of the Exchange Act as described
in Item 3 of this Part II.

                                       2
3

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Delaware Law and the Company's Amended and Restated Certificate of
Incorporation provide that the Company shall, under certain circumstances,
indemnify any director, officer, employee or agent of the Company made or
threatened to be made a party to a proceeding, by reason of the former or
present official capacity of the person, against judgments, penalties, fines,
settlements and reasonable expenses including attorney's fees, incurred by the
person in connection with the proceeding if certain statutory standards are met.
Any such person is also entitled, subject to certain limitations, to payment or
reimbursement of reasonable expenses in advance of the final disposition of the
proceeding. A "proceeding" means a threatened, pending or completed civil,
criminal, administrative, arbitration or investigative proceeding, including one
by or in the right of the Company. Reference is made to Section 145 of the
Delaware General Corporate Law for a full statement of these indemnification
rights.

         The Company also maintains a directors and officers insurance policy
pursuant to which directors and officers of the Company are insured against
liability for certain actions in their capacity as directors and officers.

ITEM 7.  EXEMPTIONS FROM REGISTRATION CLAIMED.

         No securities are to be reoffered or resold pursuant to this
Registration Statement.

ITEM 8.  EXHIBITS.

EXHIBIT NO.

5.1           Opinion of Oppenheimer Wolff & Donnelly LLP (filed herewith
              electronically).

23.1          Consent of Ernst & Young LLP (filed herewith electronically).

23.2          Consent of KPMG LLP (filed herewith electronically).

23.3          Consent of PricewaterhouseCoopers LLP (filed herewith
              electronically).

23.4          Consent of Oppenheimer Wolff & Donnelly LLP (included in Exhibit
              5.1).

24.1          Power of Attorney (included on page 5 to this Registration
              Statement).

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;

                      (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 hereof) which,
                               individually or in the aggregate, represent a
                               fundamental change in the information set forth
                               in this Registration Statement. Notwithstanding
                               the foregoing, any increase or decrease in volume
                               of

                                       3
4

                               securities offered (if the total dollar value of
                               securities offered would not exceed that which
                               was registered) and any deviation from the low or
                               high end of the estimated maximum offering range
                               may be reflected in the form of prospectus filed
                               with the Commission pursuant to Rule 424(b) under
                               the Securities Act if, in the aggregate, the
                               changes in volume and price represent no more
                               than a 20 percent change in the maximum aggregate
                               offering price set forth in the "Calculation of
                               Registration Fee" table in the effective
                               Registration Statement;

                      (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 paragraphs (a)(1)(i) and
                      (a)(1)(ii) above do not apply if 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 Section 15(d) of the Exchange Act that are
                      incorporated by reference in this Registration Statement.

              (2)     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.

              (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, each filing of
              the Registrant's annual report pursuant to Section 13(a) or
              Section 15(d) of the Exchange Act (and where applicable, each
              filing of an employee benefit plan's annual report pursuant to
              Section 15(d) of the Exchange Act) that is incorporated by
              reference in this Registration Statement shall be deemed to be a
              new registration statement relating to the securities offered
              therein, and the offering of such securities at that time shall be
              deemed to be the initial bona fide offering thereof.

     (c)      Insofar as indemnification for liabilities arising under the
              Securities Act 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 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 Securities Act and will be governed by
              the final adjudication of such issue.

                                       4
5

                                   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 of 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 Minnetonka, State of Minnesota, on August 11, 2000.

                                     AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.

                                     By: /s/ Douglas W. Kohrs
                                        ----------------------------------------
                                        Douglas W. Kohrs
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Douglas
W. Kohrs and Gregory J. Melsen, and each of them, his or her true and lawful
attorney-in-fact and agent with full powers of substitution and resubstitution,
for and in his or her name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on August 11, 2000 by the following persons in the
capacities indicated.
SIGNATURE                                                     TITLE
---------                                                     -----
/s/ Douglas W. Kohrs                                         President and Chief Executive Officer and
-----------------------------------------------------
Douglas W. Kohrs                                             Director (Principal Executive Officer)

/s/ Gregory J. Melsen                                        Vice President - Finance, Chief Financial Officer
-----------------------------------------------------
Gregory J. Melsen                                            (Principal Financial and Accounting Officer)

/s/ Richard B. Emmitt
-----------------------------------------------------
Richard B. Emmitt                                            Director

/s/ Christopher H. Porter, Ph.D.
-----------------------------------------------------
Christopher H. Porter, Ph. D.                                Director

/s/ David W. Stassen
-----------------------------------------------------
David W. Stassen                                             Director

/s/ James T. Treace
-----------------------------------------------------
James T. Treace                                              Director

/s/ Elizabeth H. Weatherman
-----------------------------------------------------
Elizabeth H. Weatherman                                      Director
5
6

                                INDEX TO EXHIBITS
NO.                              ITEM                                    METHOD OF FILING
  ---                              ----                                    ----------------
5.1       Opinion of Oppenheimer Wolff & Donnelly LLP..............Filed herewith electronically.

23.1      Consent of Ernst & Young LLP.............................Filed herewith electronically.

23.2      Consent of KPMG LLP......................................Filed herewith electronically.

23.3      Consent of PricewaterhouseCoopers LLP....................Filed herewith electronically.

23.4      Consent of Oppenheimer Wolff & Donnelly LLP..............Included in Exhibit 5.1.

24.1      Power of Attorney........................................Included on page 5 of this Registration Statement.
6