As filed with the Securities and Exchange Commission on November 12,  1999
                                                    Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                           THE MED-DESIGN CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            DELAWARE                                     23-2771475
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

     2810 Bunsen Avenue
     Ventura, CA                                             93003
     ----------------------------------------              ----------
     (Address of principal executive offices)              (Zip Code)

                           THE MED-DESIGN CORPORATION
                              AMENDED AND RESTATED
                         NON-QUALIFIED STOCK OPTION PLAN
                            ------------------------
                            (Full title of the plan)

                    James M. Donegan, Chief Executive Officer
                           The Med-Design Corporation
                               2810 Bunsen Avenue
                                Ventura, CA 93003
                     (Name and address of agent for service)
                                 (805) 339-0375
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         Copy of all communications to:
                             Robert M. Berger, Esq.
                              Bongiovanni & Berger
                       121 South Broad Street, Suite 1700
                             Philadelphia, PA 19107
                                 (215) 790-0060

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                                             Proposed maximum           Proposed maximum
     Title of securities             Amount to be             offering price               aggregate               Amount of
       to be registered               Registered               per share (1)           offering price (1)       registration fee
--------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                           <C>                    <C>                      <C>
Common Stock of The
Med-Design Corporation              500,000 Shares                $8.00                  $4,000,000.00             $1180.00
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
    registration fee, based upon the average of the high and low sales prices of
    shares of Common Stock on November 9, 1999, as reported on the Nasdaq Small
    Cap Market.

(2) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
    Statement also covers such additional shares as may hereinafter be offered
    or issued to prevent dilution resulting from stock splits, stock dividends,
    recapitalizations or certain other capital adjustments.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents, as filed by The Med-Design Corporation
"Registrant") with the Securities and Exchange Commission (the "Commission"),
are incorporated by reference in this Registration Statement:

          (a) The Company's Annual Report on Form 10-KSB/A for the fiscal year
     ended December 31, 1998, filed with the Commission on April 2, 1999.

          (b) The Company's quarterly report Form 10QSB for the quarter ending
     on March 31, 1999 filed with the Commission on May 14, 1999.

          (c) The Company's quarterly report Form 10QSB for the quarter ending
     on June 30, 1999 filed with the Commission on August 13, 1999.

          (d) The description of the Company's shares of Common Stock contained
     in the Registration Statement on Form 8-A filed with the Commission on June
     1, 1995 registering the Common Stock under the Exchange Act.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
that indicates that all securities offered hereby have been sold or that
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.

     Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that is also incorporated by reference herein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Joseph N. Bongiovanni, III is Vice President, Secretary and General Counsel
of the Registrant. Mr. Bongiovanni holds 10,000 shares of the stock of the
Registrant.

Item 6.  Indemnification of Directors and Officers.

     The Registrant's Restated Certificate of Incorporation, as amended,
provides in Paragraph 10 that the personal liability of directors of the
Registrant shall be limited to the fullest extent permitted by the General
Corporation Law of the State of Delaware (the "DGCL"). In addition, Section 145
of the DGCL and Article VII of the Registrant's Bylaws indemnifies directors and
officers against liabilities which they may incur in such capacities.

     To the fullest extent now or hereafter permitted by law, 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 Registrant) by
reason of the fact that he is or was a director or officer of the Registrant, or
is or was serving at the request of the Registrant as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise,
shall be indemnified by the

<PAGE>


Registrant against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him 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
Registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     To the fullest extent now or hereafter permitted by law, the Registrant
shall 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 Registrant to procure a judgment in its favor by reason of the fact that
he is or was a director or officer of the Registrant, or is or was serving at
the request of the 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 he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Registrant. No such indemnification against expenses
shall be made, however, in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the Registrant unless and
only to the extent that the Court of Chancery or the court in which such action
or suit was brought shall determine upon application that despite the
adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

     Any indemnification of a director or officer under the previous paragraph
(except where such person has been successful on the merits or otherwise in the
defense of a claim, action, suit or other proceeding, in which case such person
is entitled to indemnification as of right) shall be made at the discretion of
the Registrant only upon the determination that such person seeking
indemnification has met the applicable standard of conduct set forth above. Such
determination shall be made (i) by the Board of Directors by a majority vote of
a quorum of disinterested directors who are not parties to such action or (ii)
if such quorum is not obtainable or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion.

     Expenses incurred by a director or officer of the Registrant in defending a
claim, action, suit or proceeding may be paid by the Registrant in advance of
the final disposition thereof upon receipt of an undertaking by or on behalf of
the recipient to repay such amount unless it shall ultimately be determined that
he is entitled to be indemnified by the Registrant as authorized by the Bylaws.

     The indemnification provisions of Article VII of the Bylaws apply to
current as well as former directors, officers and employees, inure to the
benefit of their heirs, executors and administrators. In addition, such
indemnification provisions are not exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled (either by
contract or as a matter of law). Section 145 of the DGCL also empowers the
Registrant to purchase and maintain insurance that protects its officers,
directors, employees and agents against any liabilities incurred in connection
with their service in such positions.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

<PAGE>

Item 8.  Exhibits.

     The following exhibits are filed as part of this Registration Statement.

Exhibit
Number       Exhibit
-------      -------
  5.1        Opinion of Bongiovanni & Berger

 10.1        The Med-Design Amended and Restated Non-Qualified Stock Option Plan

 23.1        Consent of PricewaterhouseCoopers LLP

 23.2        Consent of Bongiovanni & Berger (included in its opinion filed as
             Exhibit 5.1 hereto)

 24.1        Power of Attorney (included on signature page of this Registration
             Statement)


Item 9.  Undertakings.

     (a) The undersigned Registrant hereby undertakes to:

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

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

     (ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

     (iii) Include any additional or changed material information on the plan of
distribution.

           provided, however. that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with the Securities
and Exchange Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.

     (2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

     (3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

<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 Ventura, State of California, on November 12, 1999.

                             THE MED-DESIGN CORPORATION

                             By: /s/ JAMES M. DONEGAN
                                 ----------------------------------
                                 James M. Donegan
                                 President, Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below in so signing also makes, constitutes and appoints James M.
Donegan and Lawrence D. Ellis, or either of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and cause to be filed with the Securities and Exchange
Commission any and all amendments and post-effective amendments to this
Registration Statement and a related registration statement that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933,
and in each case to file the same, with all exhibits thereto and other documents
in connection therewith, and hereby ratifies and confirms all that said
attorneys-in-fact and agents or their 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 below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>


Signature                                   Title                                       Date
---------                                   -----                                       ----
<S>                                         <C>                                         <C>
/s/  JAMES M. DONEGAN                       Chairman of the Board, President and     November 12, 1999
-------------------------------             Chief Executive Officer
James M. Donegan                            (Principal Executive Officer)


/s/  LAWRENCE D. ELLIS                      Vice President of Finance and            November 12, 1999
-------------------------------             Acting Chief Financial Officer
Lawrence D. Ellis                           (Principal Financial and
                                            Accounting Officer)

/s/  JOSEPH N. BONGIOVANNI, III             Director                                 November 12, 1999
-------------------------------
Joseph N. Bongiovanni, III


/s/ JOHN A. BOTICH                          Director                                 November 12, 1999
-------------------------------
John A. Botich


/s/  JOHN F. KELLEY                         Director                                 November 12, 1999
-------------------------------
John F. Kelley


<PAGE>


/s/ VINCENT PAPA                            Director                                 November 12, 1999
-------------------------------
Vincent Papa


/s/ GILBERT M. WHITE                        Director                                 November 12, 1999
-------------------------------
Gilbert M. White


/s/ WILLIAM A. JOLLY                        Director                                 November 12, 1999
-------------------------------
William A. Jolly


/s/ PASQUALE L. VALLONE                     Director                                 November 12, 1999
-------------------------------
Pasquale L. Vallone
</TABLE>


<PAGE>


                           THE MED-DESIGN CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8




EXHIBIT INDEX



Exhibit
Number           Exhibit
-------          -------
  5.1            Opinion of Bongiovanni & Berger

 10.1            The Med-Design Amended and Restated Non-Qualified Stock
                 Option Plan

 23.1            Consent of PricewaterhouseCoopers LLP

 23.2            Consent of Bongiovanni & Berger (included in its opinion filed
                 as Exhibit 5.1 hereto)

 24.1            Power of Attorney (included on signature page of this
                 Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18281}]
{"company-data": {"conformed-name": "MED-DESIGN CORP", "cik": "0000943736", "assigned-sic": "3841", "irs-number": "770404919", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90933", "film-number": "99751553"}, "business-address": {"street1": "2810 BUNSEN AVE", "city": "VENTURA", "state": "CA", "zip": "93003", "phone": "8053390375"}, "mail-address": {"street1": "2810 BUNSEN AVE", "city": "VENTURA", "state": "CA", "zip": "93003"}}
As filed with the Securities and Exchange Commission on November 12,  1999
                                                    Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                           THE MED-DESIGN CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            DELAWARE                                     23-2771475
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

     2810 Bunsen Avenue
     Ventura, CA                                             93003
     ----------------------------------------              ----------
     (Address of principal executive offices)              (Zip Code)

                           THE MED-DESIGN CORPORATION
                              AMENDED AND RESTATED
                         NON-QUALIFIED STOCK OPTION PLAN
                            ------------------------
                            (Full title of the plan)

                    James M. Donegan, Chief Executive Officer
                           The Med-Design Corporation
                               2810 Bunsen Avenue
                                Ventura, CA 93003
                     (Name and address of agent for service)
                                 (805) 339-0375
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         Copy of all communications to:
                             Robert M. Berger, Esq.
                              Bongiovanni & Berger
                       121 South Broad Street, Suite 1700
                             Philadelphia, PA 19107
                                 (215) 790-0060

                         CALCULATION OF REGISTRATION FEE
Proposed maximum           Proposed maximum
     Title of securities             Amount to be             offering price               aggregate               Amount of
       to be registered               Registered               per share (1)           offering price (1)       registration fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock of The
Med-Design Corporation              500,000 Shares                $8.00                  $4,000,000.00             $1180.00
--------------------------------------------------------------------------------------------------------------------------------
(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
    registration fee, based upon the average of the high and low sales prices of
    shares of Common Stock on November 9, 1999, as reported on the Nasdaq Small
    Cap Market.

(2) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
    Statement also covers such additional shares as may hereinafter be offered
    or issued to prevent dilution resulting from stock splits, stock dividends,
    recapitalizations or certain other capital adjustments.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents, as filed by The Med-Design Corporation
"Registrant") with the Securities and Exchange Commission (the "Commission"),
are incorporated by reference in this Registration Statement:

          (a) The Company's Annual Report on Form 10-KSB/A for the fiscal year
     ended December 31, 1998, filed with the Commission on April 2, 1999.

          (b) The Company's quarterly report Form 10QSB for the quarter ending
     on March 31, 1999 filed with the Commission on May 14, 1999.

          (c) The Company's quarterly report Form 10QSB for the quarter ending
     on June 30, 1999 filed with the Commission on August 13, 1999.

          (d) The description of the Company's shares of Common Stock contained
     in the Registration Statement on Form 8-A filed with the Commission on June
     1, 1995 registering the Common Stock under the Exchange Act.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
that indicates that all securities offered hereby have been sold or that
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.

     Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that is also incorporated by reference herein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Joseph N. Bongiovanni, III is Vice President, Secretary and General Counsel
of the Registrant. Mr. Bongiovanni holds 10,000 shares of the stock of the
Registrant.

Item 6.  Indemnification of Directors and Officers.

     The Registrant's Restated Certificate of Incorporation, as amended,
provides in Paragraph 10 that the personal liability of directors of the
Registrant shall be limited to the fullest extent permitted by the General
Corporation Law of the State of Delaware (the "DGCL"). In addition, Section 145
of the DGCL and Article VII of the Registrant's Bylaws indemnifies directors and
officers against liabilities which they may incur in such capacities.

     To the fullest extent now or hereafter permitted by law, 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 Registrant) by
reason of the fact that he is or was a director or officer of the Registrant, or
is or was serving at the request of the Registrant as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise,
shall be indemnified by the
Registrant against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him 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
Registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     To the fullest extent now or hereafter permitted by law, the Registrant
shall 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 Registrant to procure a judgment in its favor by reason of the fact that
he is or was a director or officer of the Registrant, or is or was serving at
the request of the 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 he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Registrant. No such indemnification against expenses
shall be made, however, in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the Registrant unless and
only to the extent that the Court of Chancery or the court in which such action
or suit was brought shall determine upon application that despite the
adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

     Any indemnification of a director or officer under the previous paragraph
(except where such person has been successful on the merits or otherwise in the
defense of a claim, action, suit or other proceeding, in which case such person
is entitled to indemnification as of right) shall be made at the discretion of
the Registrant only upon the determination that such person seeking
indemnification has met the applicable standard of conduct set forth above. Such
determination shall be made (i) by the Board of Directors by a majority vote of
a quorum of disinterested directors who are not parties to such action or (ii)
if such quorum is not obtainable or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion.

     Expenses incurred by a director or officer of the Registrant in defending a
claim, action, suit or proceeding may be paid by the Registrant in advance of
the final disposition thereof upon receipt of an undertaking by or on behalf of
the recipient to repay such amount unless it shall ultimately be determined that
he is entitled to be indemnified by the Registrant as authorized by the Bylaws.

     The indemnification provisions of Article VII of the Bylaws apply to
current as well as former directors, officers and employees, inure to the
benefit of their heirs, executors and administrators. In addition, such
indemnification provisions are not exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled (either by
contract or as a matter of law). Section 145 of the DGCL also empowers the
Registrant to purchase and maintain insurance that protects its officers,
directors, employees and agents against any liabilities incurred in connection
with their service in such positions.

Item 7.  Exemption from Registration Claimed.

     Not applicable.
Item 8.  Exhibits.

     The following exhibits are filed as part of this Registration Statement.

Exhibit
Number       Exhibit
-------      -------
  5.1        Opinion of Bongiovanni & Berger

 10.1        The Med-Design Amended and Restated Non-Qualified Stock Option Plan

 23.1        Consent of PricewaterhouseCoopers LLP

 23.2        Consent of Bongiovanni & Berger (included in its opinion filed as
             Exhibit 5.1 hereto)

 24.1        Power of Attorney (included on signature page of this Registration
             Statement)

Item 9.  Undertakings.

     (a) The undersigned Registrant hereby undertakes to:

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

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

     (ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

     (iii) Include any additional or changed material information on the plan of
distribution.

           provided, however. that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with the Securities
and Exchange Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.

     (2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

     (3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
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 Ventura, State of California, on November 12, 1999.

                             THE MED-DESIGN CORPORATION

                             By: /s/ JAMES M. DONEGAN
                                 ----------------------------------
                                 James M. Donegan
                                 President, Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below in so signing also makes, constitutes and appoints James M.
Donegan and Lawrence D. Ellis, or either of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and cause to be filed with the Securities and Exchange
Commission any and all amendments and post-effective amendments to this
Registration Statement and a related registration statement that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933,
and in each case to file the same, with all exhibits thereto and other documents
in connection therewith, and hereby ratifies and confirms all that said
attorneys-in-fact and agents or their 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 below by the following persons in the
capacities and on the dates indicated.
Signature                                   Title                                       Date
---------                                   -----                                       ----
/s/  JAMES M. DONEGAN                       Chairman of the Board, President and     November 12, 1999
-------------------------------             Chief Executive Officer
James M. Donegan                            (Principal Executive Officer)

/s/  LAWRENCE D. ELLIS                      Vice President of Finance and            November 12, 1999
-------------------------------             Acting Chief Financial Officer
Lawrence D. Ellis                           (Principal Financial and
                                            Accounting Officer)

/s/  JOSEPH N. BONGIOVANNI, III             Director                                 November 12, 1999
-------------------------------
Joseph N. Bongiovanni, III

/s/ JOHN A. BOTICH                          Director                                 November 12, 1999
-------------------------------
John A. Botich

/s/  JOHN F. KELLEY                         Director                                 November 12, 1999
-------------------------------
John F. Kelley
/s/ VINCENT PAPA                            Director                                 November 12, 1999
-------------------------------
Vincent Papa

/s/ GILBERT M. WHITE                        Director                                 November 12, 1999
-------------------------------
Gilbert M. White

/s/ WILLIAM A. JOLLY                        Director                                 November 12, 1999
-------------------------------
William A. Jolly

/s/ PASQUALE L. VALLONE                     Director                                 November 12, 1999
-------------------------------
Pasquale L. Vallone
THE MED-DESIGN CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8

EXHIBIT INDEX

Exhibit
Number           Exhibit
-------          -------
  5.1            Opinion of Bongiovanni & Berger

 10.1            The Med-Design Amended and Restated Non-Qualified Stock
                 Option Plan

 23.1            Consent of PricewaterhouseCoopers LLP

 23.2            Consent of Bongiovanni & Berger (included in its opinion filed
                 as Exhibit 5.1 hereto)

 24.1            Power of Attorney (included on signature page of this
                 Registration Statement)