SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933


                                  Medwave, Inc.
             (Exact Name of Registrant as Specified in its Charter)

       Minnesota                                                41-1493458
 State or Other Juris-                                       (I.R.S. Employer
diction of Incorporation                                  Identification Number)
   or Organization)


                            4382 Round Lake Road West
                          Arden Hills, Minnesota 55112
              (Address of Principal Executive Office and Zip Code)



              Medwave, Inc. Amended and Restated Stock Option Plan
                            (Full Title of the Plan)



                          G. Kent Archibald, President
                                  Medwave, Inc.
                            4832 Round Lake Road West
                          Arden Hills, Minnesota 55112
                                 (651) 639-1227
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:

                                 David C. Grorud
                            Fredrikson & Byron, P.A.
                            1100 International Centre
                          Minneapolis, Minnesota 55402



<TABLE>
<CAPTION>
<S>                      <C>                    <C>                    <C>                    <C>
                                              CALCULATION OF REGISTRATION FEE
                                                                             Proposed
                                                  Proposed Maximum            Maximum
  Title of Securities        Amount to be          Offering Price            Aggregate              Amount of
   to be Registered          Registered(1)          Per Share(2)         Offering Price(2)      Registration Fee

  Options to Purchase
Common Stock under the
         Plan                 Indefinite               $ 0.00                 $ 0.00                 $ 0.00

 Common Stock issuable
   upon exercise of
 options granted under
       the Plan
                            300,000 shares             $12.00               $3,600,000               $1,062
                                                                                                      -----
        TOTAL:
                                                                                                     $1,062
</TABLE>

(1)      In  addition,  pursuant to Rule 416 under the  Securities  Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the employee  benefit plan
         described  herein  and  any  additional  securities  which  may  become
         issuable pursuant to anti-dilution provisions of the plan.

<PAGE>

(2)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the  registration  fee and based  upon the  average of the high and low
         prices of the Registrant's Common Stock on July 17, 1998.

     The purpose of this Registration Statement is to register additional shares
for issuance under the Registrant's  Amended and Restated Stock Option Plan. The
contents  of the  Registrant's  Registration  Statement  on Form S-8,  Reg.  No.
333-23583, are incorporated herein by reference.



                                   SIGNATURES

     The Registrant. 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 Arden Hills and State of Minnesota, on the 20th
day of July, 1998.


                                  MEDWAVE, INC.
                                  (the "Registrant")



                                  By       /s/ G. Kent Archibald
                                       G. Kent Archibald
                                       President and Chief Executive Officer



     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.


                               (Power of Attorney)

     Each of the undersigned constitutes and appoints G. Kent Archibald and Mark
T. Bakko his true and lawful attorney-in-fact and agent, each acting alone, with
full powers of substitution and  resubstitution,  for him and in his name, place
and  stead,  in any and  all  capacities,  to sign  the  Form  S-8  Registration
Statement of Medwave,  Inc. relating to the Company's Amended and Restated Stock
Option Plan and any or all amendments or  post-effective  amendments to the Form
S-8 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 attorneys-in-fact and agents, each acting alone,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes  as the  undersigned  might or could do in person,  hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or their  substitute or substitutes,  may lawfully do or cause to be done
by virtue hereof.

<PAGE>
         Signature        Title                                 Date


/s/ G. Kent Archibald     President, Chief Executive            July 20  , 1998
G. Kent Archibald         Officer and Director
                          (principal executive officer)


/s/ Mark T. Bakko         Chief Financial Officer               July 20  , 1998
Mark T. Bakko             (principal financial and
                          accounting officer)

/s/ Norman Dann           Director                              July 20  , 1998
Norman Dann


/s/ Jeffrey W. Green      Director                              July 20  , 1998
Jeffrey W. Green


/s/ Jerry E. Robertson    Director                              July 20  , 1998
Jerry E. Robertson

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                                  MEDWAVE, INC.


                         Form S-8 Registration Statement



                                  EXHIBIT INDEX


Exhibit
Number            Exhibit Description

 5                Opinion and Consent of counsel re securities under the Plan
23.1              Consent of counsel (See Exhibit 5)
23.2              Consent of independent accountants
24                Power of attorney (See Signature Page)
[{"type": "S-8", "sequence": "1", "description": "MEDWAVE, INC.", "secsgml_size_bytes": 7208}]
{"company-data": {"conformed-name": "MEDWAVE INC", "cik": "0000876043", "assigned-sic": "3841", "irs-number": "411493458", "state-of-incorporation": "MN", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59675", "film-number": "98670192"}, "business-address": {"street1": "4382 ROUND LAKE RD WEST", "street2": "STE 6", "city": "ARDEN HILLS", "state": "MN", "zip": "55112-3923", "phone": "6126391227"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                  Medwave, Inc.
             (Exact Name of Registrant as Specified in its Charter)

       Minnesota                                                41-1493458
 State or Other Juris-                                       (I.R.S. Employer
diction of Incorporation                                  Identification Number)
   or Organization)

                            4382 Round Lake Road West
                          Arden Hills, Minnesota 55112
              (Address of Principal Executive Office and Zip Code)

              Medwave, Inc. Amended and Restated Stock Option Plan
                            (Full Title of the Plan)

                          G. Kent Archibald, President
                                  Medwave, Inc.
                            4832 Round Lake Road West
                          Arden Hills, Minnesota 55112
                                 (651) 639-1227
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:

                                 David C. Grorud
                            Fredrikson & Byron, P.A.
                            1100 International Centre
                          Minneapolis, Minnesota 55402
CALCULATION OF REGISTRATION FEE
                                                                             Proposed
                                                  Proposed Maximum            Maximum
  Title of Securities        Amount to be          Offering Price            Aggregate              Amount of
   to be Registered          Registered(1)          Per Share(2)         Offering Price(2)      Registration Fee

  Options to Purchase
Common Stock under the
         Plan                 Indefinite               $ 0.00                 $ 0.00                 $ 0.00

 Common Stock issuable
   upon exercise of
 options granted under
       the Plan
                            300,000 shares             $12.00               $3,600,000               $1,062
                                                                                                      -----
        TOTAL:
                                                                                                     $1,062
(1)      In  addition,  pursuant to Rule 416 under the  Securities  Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the employee  benefit plan
         described  herein  and  any  additional  securities  which  may  become
         issuable pursuant to anti-dilution provisions of the plan.
(2)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the  registration  fee and based  upon the  average of the high and low
         prices of the Registrant's Common Stock on July 17, 1998.

     The purpose of this Registration Statement is to register additional shares
for issuance under the Registrant's  Amended and Restated Stock Option Plan. The
contents  of the  Registrant's  Registration  Statement  on Form S-8,  Reg.  No.
333-23583, are incorporated herein by reference.

                                   SIGNATURES

     The Registrant. 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 Arden Hills and State of Minnesota, on the 20th
day of July, 1998.

                                  MEDWAVE, INC.
                                  (the "Registrant")

                                  By       /s/ G. Kent Archibald
                                       G. Kent Archibald
                                       President and Chief Executive Officer

     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.

                               (Power of Attorney)

     Each of the undersigned constitutes and appoints G. Kent Archibald and Mark
T. Bakko his true and lawful attorney-in-fact and agent, each acting alone, with
full powers of substitution and  resubstitution,  for him and in his name, place
and  stead,  in any and  all  capacities,  to sign  the  Form  S-8  Registration
Statement of Medwave,  Inc. relating to the Company's Amended and Restated Stock
Option Plan and any or all amendments or  post-effective  amendments to the Form
S-8 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 attorneys-in-fact and agents, each acting alone,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes  as the  undersigned  might or could do in person,  hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or their  substitute or substitutes,  may lawfully do or cause to be done
by virtue hereof.
Signature        Title                                 Date

/s/ G. Kent Archibald     President, Chief Executive            July 20  , 1998
G. Kent Archibald         Officer and Director
                          (principal executive officer)

/s/ Mark T. Bakko         Chief Financial Officer               July 20  , 1998
Mark T. Bakko             (principal financial and
                          accounting officer)

/s/ Norman Dann           Director                              July 20  , 1998
Norman Dann

/s/ Jeffrey W. Green      Director                              July 20  , 1998
Jeffrey W. Green

/s/ Jerry E. Robertson    Director                              July 20  , 1998
Jerry E. Robertson
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  MEDWAVE, INC.

                         Form S-8 Registration Statement

                                  EXHIBIT INDEX

Exhibit
Number            Exhibit Description

 5                Opinion and Consent of counsel re securities under the Plan
23.1              Consent of counsel (See Exhibit 5)
23.2              Consent of independent accountants
24                Power of attorney (See Signature Page)